RWBY and Emerald
by Pyroknight137
Summary: When Gwen causes a magical mishap that sends Ben to another world filled with danger, monsters, evil organizations, and other young heroes, he has to give it his all to not only make this new world a better place, but just survive as well. No gimmicks, No OC matrixs, just straight crossover.
1. Prologue: Not In Bellwood Anymore

RWBY and Emerald

Prologue: Not In Bellwood Anymore

Earth, home planet to the human race. It is on this planet that many different events and stories take place. Today, we will be following one of these stories; it is one of adventure, self-discovery, companionship, trust, betrayal, growth, and heroism. The name of our hero: Ben Tennyson. Our story begins in a modest little city called Bellwood. It was here, sixteen years ago that our hero was born. From a young age, Ben had always wanted to be a hero, growing up he tried time and time again to protect people who were being treated unfairly, but because of his small size he was never successful.

At the age of ten, during his summer vacation, Ben went on a cross-country camping trip with his grand father, Max Tennyson, and his first cousin, Gwen Tennyson. Ben thought that it was going to be an average summer hanging out with his grandfather and constantly fighting with his cousin. That is, until his first night out camping when he came across a piece of super advanced alien technology called the Omnitrix that attached itself to his wrist, allowing him to rearrange his DNA, transforming him into ten different alien superheroes.

From that day forward Ben was thrust into an entire universe full of heroes, villains, magic, technology, aliens, and even old gods. And Ben loved every moment of it; he was finally able to be the hero he always wanted to be. Over the last six years, Benjamin has grown in maturity and power, defeating many tyrants and overlords and sometimes just the run-of-the-mill bad guys.

It is here the next great chapter in his story begins, in downtown Bellwood, where four people a sitting around in a public storage garage. One of these people was a boy who looked to be the age of sixteen. He was wearing a green jacket that had a white number '10' inside a black circle on the left side over his heart on top of a black T-shirt and blue jeans. On his left wrist was a small device that resembled a watch. It had a square black faceplate with two green lines forming an hour glass insignia; the strap it was attached to was white with a green outline. He had short brown hair and emerald green eyes. This was Ben Tennyson… and he was board.

"Gwen, how much longer is this going to take?" he groaned. He was sitting in a metal fold out chair set up next to a collapsible square table, which he lazily let his head thud against. The person he was talking to was standing on the other side of the garage, in front of a large pair of semi-circular stone doors, that looked out of place. She had short orange hair, with a blue hair clip, a light blue T-shirt with a cat logo on it, a blue plaid miniskirt and blue-tinted glasses. This was his cousin Gwen Tennyson… and she was annoyed.

"As long as it takes Ben. That is how long it was going to take when I stared, that is how long it was going to take when you asked five minutes ago, so five minuets from now when you ask me 'how much longer is this going to take?' the answer is still going to be as long as it takes." She said with a huff.

For over an hour, Gwen had been attempting to use the two stone doors in front of her, which were called "The Door to Anywhere" to reach the plain of magic, Ledgerdomain. During an accidental excursion to the planet Anur Transyl, Ben had an unexpected run in with a long time foe, Master Magician Charmcaster. Apparently she was searching for an all powerful mystical object called the Alpha Rune, which was stolen by another of Ben's enemies Zs'Skayr, a member of the Ectonurite race as well as High Ecto-Lord of his own home dimension, Anur Phaetos.

Zs'Skayr or 'Ghostfreak' as Ben used to call him, was once trapped inside of Ben's Omnitrix because all members of his race have their personalities genetically bonded to their DNA. But Zs'Skayr eventually broke free and made it his goal in 'life', to destroy Ben's. Zs'Skayr had taken the Alpha Rune and used its power to revive a member of an extinct species called Vladats. Ben assisted Charmcaster in taking back the Alpha Rune, only to have Charmcaster sporadically turn on him, (but that is to expected from a women who was talking to her purse). Ben was only saved when his partner Rook, had somehow preformed magic and sent Charmcaster back to Ledgerdomain.

After Ben dealt with Zs'Skayr and returned to Earth, he contacted Gwen and told her about his encounter with the Master Magician. Gwen became concerned with this information, while they and Charmcaster had never been on the best terms, she thought that they had at least gotten past the whole 'trying to kill you' phase. Gwen told Ben that she was going to visit the next time she was able and that she would use the Door to Anywhere to go to Ledgerdomain and ask Charmcaster herself what she was planning.

Which brings us back to right now. Gwen attempting to correctly guess Legerdedomain's current 'true' name, and taking forever to do so.

"Didn't you already do this once before?" Ben asked, desperately trying to find any clue that would mean getting out of waiting for a door to open all the more sooner.

Gwen let out a sigh, "The only reason that worked was because we got the door's true name off of Michael, which you accomplished if memory recalls." she said.

"Just suck it up Tennyson, this was partially your idea anyway." Said a boy from the back left corner of the garage. He wore a tight black T-shirt over a gray long sleeve shirt, blue pants, and black combat shoes. His hair, although long, is styled into a choppy mullet and a padlock necklace. This was Kevin Levin. Ben and Kevin had met six years ago on the same road trip that Ben received his Omnitrix. Ben later discovered that Kevin was a half member of an alien race called Osmosians. First impressions did not go so well, as at the time Kevin was a sociopath who was being driven crazy by the power he was absorbing. But after a trip to space and the null void, an interdimensional prison, for five years, as well as some tough love from the Tennysons, Kevin became a hero in his own right.

"I know, but I didn't think it would take her all day to pick Ledgerdomain's lock." Ben complained.

"Well if you have any other suggestions I'd love to hear them, provided you give me time to make some popcorn." Kevin said.

Ben rolled his eyes, "I don't know, maybe she could teleport there?" he asked.

"I can't go from my collage dorm to my first class without getting a migraine, there is no way I would be able to get us to another dimension." Gwen stated.

"Well what about that spell Rook used Anur Transyl? Come to think of it, how did you use magic?" Ben asked a person leaning against the closed garage door.

Said person was tall, with periwinkle-blue colored fur, black and white markings on his face, and pointed ears. He was wearing a black and blue plated uniform and had a alien rifle strapped to his left shoulder. This was Rook Blonko.

"It was not all that difficult. I just read the spells that were in Gwen's book." Rook answered. "Though I was surprised I possessed the appropriate level of skill to properly use a teleportation spell".

"It was the Alpha Rune." Gwen said, "Because you were so close to it, the spell you cast worked. Even Ben would have been able to use magic around it." She added with a snicker.

"Hey." Ben said indignantly

"You know it's true Tennyson, she inherited all the brains in your family." Kevin said smugly.

Ben just quirked an eyebrow and the former convict. "And yet I was the one who showed you how to tie a tie." Ben said completely deadpan. Kevin just let out a grunt in annoyance.

"And anyway," Ben continued, "how hard is it to guess a name?" he asked.

"A 'true name' Ben is more than just a designation, it is a description. When Charmcaster changes Ledgerdomain's name, she is changing its nature." Gwen explained.

 _So why does it always look like a big purple void with floating rocks?_ Ben asked himself. "So then why don't you just say something like 'open this door to the magical realm' or something?" He asked.

"It just doesn't work that way, and if we are not careful we could end up anywhere in the universe." Gwen said.

"So I would recommend shutting up Tennyson, unless you think you could do any better?" Said Kevin.

"It might be possible." Rook said, with an expression of thought on his furry face. "Considering Ben is at least ¼ Anodite, it would stand to reason that with proper research and much dedication and work, Ben could be just as powerful a magic user as Gwen."

"We are still talking about the same Ben, right? He can't even get his watch to work right half the time, well alone learn magic." Kevin said.

"Hey I could learn magic if I wanted to." Ben stated challengingly, he then gazed down at his shoes and mumbled, "I just don't want to."

"There is as much of a chance of you learning magic as there is Vilgax becoming a Plumber." Kevin said sarcastically. Which ignited a whole new argument between the two teenagers.

Gwen pinched the bridge of her nose. She knew that this was going to be a difficult task, but she never expected the peanut gallery to ware on her patience this much. For over an hour she had been at this, and the truth was she was becoming just as frustrated as Ben. She glanced over her shoulder to see Ben and Kevin attempting to square of, and Rook doing his best to break them up. Gwen let out a sigh and returned her gaze to the cold stone in front of her.

Gwen was a smart young women, she knew that just saying random names to try to open the gateway before her wouldn't work. But the longer she spent on guessing this magical combination lock, the more desperate she became. And desperation has a funny way of making someone try thing they would normally never do. So after double-checking to make sure no one was listening, she very quietly, under her breath, in Latin, whispered the phrase " _open this door to the magical realm_ ".

To say Gwen was shocked when several purple, glowing runes appeared across the top of the archway is a gross understatement. She was shocked that it had actually worked, frustrated that was all she needed to say from the beginning, and annoyed that it was Ben's idea that had paid off.

The magical glow the doorway was giving off had managed to catch Ben, Kevin, and Rook's attention, which stopped their argument turned rough housing at this point.

"Awesome, you got it to work!" Ben exclaimed happily

"What do you say to it?" Kevin asked curiously.

Gwen turned to face them, "um…well…" she began, attempting to stall for as long as possible.

But whatever excuse she was going to come up with was cut short when she felt some kind of suction coming from behind her. She turned back to face the doorway to find it opening very slowly, with pink light escaping between the cracks in between the doors. As the doors slowly opened inwards, the vacuum like suction began to increase.

Gwen took a few tentative steps backward away from the archway, who's vacuum was now beginning to affect her hair and clothes.

"Uh Gwen…is that supposed to happen?" Kevin asked cautiously.

"No, it's not." Gwen said with growing concern her voice.

The doorway continued to inch open and the suction continued to increase to the point where our four heroes needed to purposely lean against it. Inside the doorway looked like a vortex of spiraling pink energy and mana. Wherever it led to, it was obviously not Ledgerdomain.

The doors begin opening faster, and the vacuum kept increasing. Gwen, who was now actively fighting against the suction, accidentally lost her footing, fell over, and began being dragged towards the archway. Panicking, she was at a loss for what to do, when out of the corner of her eye, she caught a flash of green light. Gwen felt something grab hold of her right arm which stopped her, she turned her head to see what it was.

Wrapped around her arm was what looked like white silk. The silk strand were being held by what looked like a large, blue furred, four-armed monkey. Said monkey had four green eyes, a long tail with two white stripes at the tip and an black and green hourglass shaped insignia in the center of its chest. This was Ben, or more appropriately, one of Ben's alien transformations. Ben gave this form the name Spidermonkey.

"Hold on, Gwen!" Spidermonkey yelled over the sound of air rapidly rushing past them.

"Oh, I have a choice?" Gwen yelled back. Ben began reeling her in with his top set of hands while the bottom set as well as his feet kept him anchored to the opposite wall. Gwen looked to check how Kevin and Rook were doing. Kevin had used his power to absorb matter to coat himself with concrete. He then reshaped his hands into hooks, which he drove into the wall, and Rook was busy holding on to Kevin.

After Ben reeled in Gwen, he sprayed spider silk out of his tail on the spot on the wall next to him and stuck her to it. "I'm gonna plug this drain." Ben shouted over the vacuum. He then slowly began inching his way towards the now fully open gateway.

"Be careful Ben!" Gwen yelled after him. Ben who was now just ten feet away from the doorway, shot a line of silk from his tail which attached to the center of the right door. He then began to pull as hard as he could using one three of his limbs while the other three kept him tethered to the floor, but the door wouldn't budge. Even after using all four of his arms and more silk, the doors still remained still. Just as Ben considered changing to an alien with much more strength, he heard a sound that made his heart sink. The tell tale sound of the Omnitrix running out of power.

"No, not now!" he exclaimed, but it was all for naught. In a manner of seconds and a green flash, Ben had reverted to his normal human form. With no super spider or monkey powers to keep him rooted, he flew straight towards the doorway.

"Ben!" Gwen shrieked in fear, her hand shot out and from it a stream of pink energy erupted from it. The energy, or mana, shaped into a giant hand and made a grab for Ben, but it was too late. The second Ben crossed the threshold, the two stone doors that were so adamant to move a second before, slammed shut. And Gwen's spell shattered upon contact with the cold stone.

Gwen, Kevin, and Rook just stared at the closed archway with looks of shock and horror. Ben Tennyson, the protector of Earth, was gone. And no one knew where.


	2. Chapter One: Welcome to Remnant

Chapter One: Welcome to Remnant

Ben was flying, or rather falling, down the vortex of mana. His emerald eyes were wide open and locked directly ahead of him as he was pulled down the 'magic corridor'. He must have been falling for five minuets before he saw the other end of the tunnel. As Ben rapidly approached, he saw he was headed towards another set of doors identical to the ones that just spirited him away. Just as Ben thought he going to splat against them, the doors swung wide open and Ben was propelled out.

The good news was he wasn't in the strange magic tunnel anymore. The bad news was that tunnels exit was several hundred feet in the air. Ben was so stunned by the prospect of being deposited in the middle of the empty night sky, that it took him a second to realize he was falling. And falling fast.

Of course after realizing gravity was planing to introduce him to the ground, Ben, as quickly as he could, reached for the Omnitrix on his left wrist. "Come on, Stinkfly, Jetray, Big Chill, Terraspin, Astrodactyl. Please give me a flyer!" Ben practically begged the Omnitrix. He was about a hundred feet in the air when the Omnitrix reactivated, and Ben, in a panic selected an alien without getting a close look at his choice.

In a flash of green light Ben was replaced with a large, green insect. The bug in question resembled a mix between a grasshopper and a praying mantis with significantly large hind limbs. He had a large green horn and wore green overalls with black stripes all over and the Omnitrix insignia on his stomach.

"Crashhopper!?" he exclaimed. This species could jump, but it sure couldn't fly. Ben looked down to brace for a rough land. He saw that he was plummeting into a average sized city, and his landing zone was a narrow alley sandwiched between two six-story, brick buildings. Ben readjusted himself in midair to land on his feet, thinking Crashhopper's legs could stand the impact. However, lady luck didn't quite feel like cutting the teen hero a break yet, as his side caught the edge of one of the buildings, causing him to bounce back and forth between the two red brick walls. While Crashhopper's exoskeleton was enough to protect him from most injuries, bouncing around like a pinball still hurt.

Ben's painful experience came to an end by adding insult to injury when he fell into an open dumpster full of garbage. As soon as he landed in someone else's leftover takeout from last week, the lid came down. After a few seconds, a muffled beeping sound could be heard from the trash receptacle, followed by a green light that shown through the cracks and holes in the metal. After the light faded, Ben, now human again shakily lifted up the lid from the inside and poked his head out.

"No one saw that right?" Ben asked dizzily. He crawled out of the dumpster, brushed of all the dirt and used coffee beans off himself, and let out a groan. "Note to self, put all flyers on single playlist." He said to himself, thinking back to all the times he was falling, hoping the Omnitrix would behave itself and gave him an airborne species.

Ben shook his head to clear his thoughts. First thing he had to do was find out where Gwen's spell had sent him. And since the Omnitrix had just timed out, aerial reckon was out. Ben decided the best thing to do was to just to find which city he had been sent to and just contact Kevin or Rook to pick him up.

Ben casually strolled out of the alleyway he landed in, trying to pretend he hadn't just crash-landed in someone else's garbage. The streets and sidewalks of the city were empty, though that wasn't so surprising. It was currently late at night and all the streetlights were on. Buildings several stories high, on either side of the streets were made of bricks of various colors. Some of the windows had lights shining through them, but most were dark.

Ben looked to find some street signs to tell him where he was, but they all had names he didn't recognize. While Ben couldn't say that he was familiar with every city in his world, his hero work did take him around the world several times. Still this place seemed completely new to him. Deciding it would probably be better to just contact the Plumbers, the interplanetary police force he and his friends worked for, and let them trace the signal back to him, Ben opened the communication device built into the Omnitrix.

"Ben Tennyson to Plumber HQ, anybody read me?" he spoke into the device. But when he listened for an answer all he got was static. "Ben Tennyson to Plumber HQ, requesting pick up, can anyone hear me?" he repeated, and again was greeted by the sound of static. Ben began to worry, he then tried to call Gwen's personal number, nothing. He then tried Kevin's, Rook's, Grandpa Max's, Azmuth's, he even tried Jimmy Jones, every single one came back with static.

"Man, where on earth am I?" he said aloud to himself. He then got the idea of looking for the door that dropped him here and using one of his flyers to go back through it. But when he looked up to search the sky to find it, he saw something that shocked him. That something was the moon, or rather what was left of it. Almost a third of this moon had broken away with a few chunks floating over the damaged segment.

Ben starred at the broken celestial mass for about a minuet before he said aloud, "Ok I stand corrected. Where in the galaxy am I?". So apparently Gwen's spell had sent him to another planet, or at least a parallel version of Earth. Well at least there wasn't some monster made of microscopic machines trying to kill him this time.

Ben sat down on a public bench and held his head in his hands. How was he going to get home? None of the aliens in his Omnitrix could cross dimensions, and even if he had just been sent to another planet, he couldn't just fly around space as Jetray or Astrodactyl. If the Omnitrix timed out mid flight he'd be… "No! Don't think about." Ben told himself. "I'm sure that Gwen is, right now, doing everything she can to find you." He stated aloud, attempting to convince himself.

Ben managed to calm himself down. All he had to do was wait until Gwen managed to open another door home. But then another problem presented it's self. "What am I going to do in the mean time." He asked.

As if in answer, out of the corner of his eye, Ben saw a group of five men walking down the sidewalk on the other side of the street. four of them were dressed identically, wearing pure black suits with matching fedoras and red ties and sunglasses. The group wad headed by a man with bright-orange hair, with long bangs covering his right eye. He wore a black bowler hat with a red band, a white dress coat and black dress pants. He was smoking a cigar, and carried a red and black metal cane, though it was clear he did not need it.

Ben followed these men with his eyes as the made their way down the block. When they reached the corner, they made a left and continued out of sight. Ben let out a sigh. "Yeah, because I'm sure they are the neighborhood watch." He said sarcastically.

Ben got up and began quietly following the would be thugs. He had been doing the super hero job long enough to know how to spot a bad guy, and these morons weren't even trying to hide it. And even if this wasn't his own planet, there was no way he was just going to sit by and do nothing while the most obvious mob goons in the world decided they wanted to knock over a bank.

Ben subtly peaked his head around the building the Mafia wannabes disappeared behind. They were now walking down the center of the street toward a small, single story building that looked like some kind of shop with two large windows on either side with a single door between them. A plaque above the door read 'From Dawn till Dust'.

Ben made his way down to the center of the block and watched all five men pile into the small store, who's elderly balding owner was standing behind the front counter. From the looks of it, the leader appeared to be speaking to the old man.

' _Maybe he is just placing an order for something_ ' Ben thought to himself, giving the man in the bowler hat at least the benefit of the doubt. However any shred of doubt was discarded immediately when one of the generic thugs pulled an odd looking gun on the shopkeeper. "Or not". He marched straight towards the shop, cracking his knuckles.

When Ben arrived at the doorstep he stopped. The thieves were busy collecting things from around the shop to notice him. Ben gave quick glance around, the nameless guys in suits were draining what looked like colored sand out of cylindrical containers attached to either wall. And the boss was busy pointing out large, colored crystals that he wanted from beneath the glass counter.

Ben wondered what kind of shop this was, some kind of jewelry store? But then why were the jewels so big. He shook his head and dismissed the though. Whatever this place was, he wasn't about to let it get robbed.

Ben cleared his throat, "I hope you guys are planning to pay for all this."

All the look alikes almost dropped what they were stealing and turned towards Ben. The leader however, barely glanced over his shoulder. He gave Ben a quick look and let out an exasperated sigh.

"Oh, please tell me you are going to try to be the hero." He said dramatically.

"I'm not going to try." Ben retorted, challengingly. Bowler hat guy rolled his eyes.

"Hey boss," called generic minion number four, "there is someone else back here." He motioned to the back of the store.

Bowler hat guy face palmed, "Then deal with it." He said as if it was the most obvious response in the world. The henchman gave a nod and went to go 'deal with it'.

"And goes for the rest of you." He said, inclining his head towards the teen in the doorway. The men in red and black all pulled out weapons. Some had guns while others unsheathed red swords from their belts, and they all began to close in on Ben slowly.

Ben merely rolled his eyes and reached for the Omnitrix, he could beat guys tougher than these in his sleep. But before he could activate his watch something…unexpected happened. The thug who had previously been sent to the back suddenly came flying to the front of the store and crash through the right front window, followed by a red blur. This drew everyone's attention, even Mr. bowler hat. The thug came to a crashing halt in the center or the street, and the thing that threw him landed next to him.

Now that it had stopped moving, Ben could see it was a person, wearing a red cape with a hood obscuring their face. In the persons left hand was a large red sniper rifle, or at least that's what Ben thought it was because in a manner of seconds the rifle had actually unfolded and became a scythe with a large crescent shaped blade. The person then turned to face the shop and removed its hood, and Ben was a little shocked to find out it was a girl. She looked to be about 15, had silver eyes and short black hair with red highlights. She was dressed in a black blouse and a skirt with red trimmings.

The girl gave a smug grin and preceded to perform an awesome scythe twirl, ending in a 'bring it on' type of pose.

"Okay…" said Mr. bowler hat, sounding just as confused as Ben. He looked around to see his thugs just standing around with stupefied looks on their faces.

"Get them." Mr. bowler hat barked at his cronies. Ben heard this and turned back to face the thugs. He tried the Omnitrix, but before he could select an alien he felt someone grab hold of his jackets collar. He was suddenly yanked backwards, and found himself on the ground, about thirty feet away from the shops front door where he stood about a second before, the girl in red standing in front of him facing the oncoming thugs.

She then dug the tip of her scythes blade into the street, placing her hand on the handle, leaping over it and spinning herself in midair on top of the horizontal weapon so the bottoms of her feet collided with the face of the lead thug. Allowing her momentum to carry her, she dislodged her weapon from the ground and leapt into the air. She came down next to the second thug with her scythe over her shoulders. Pulling the trigger attached to the handle, the very top of the weapon fired a .50 caliber bullet. The bullet wasn't aimed at anything, but the recoil was so intense that it propelled the blunt end of the blade straight into the torso of the second thug knocking him for a loop. Remaining light on her feet, the girl retained her momentum by spinning to avoid the third thug who tried to attack her with a sword, and brought the blunt end of her weapon down on his head, KOing him on the spot.

She noticed the thug she had tossed through the window earlier managed to pick himself back up, and he was aiming a machine gun at her. She quickly aimed her scythe behind her and fired. The recoil managed to propel herself forward at blinding speeds to avoid being shot. She then made two right angle turns and shot back towards the remaining thug. When she was close enough she swung the blunt end of her weapon upward, knocking the poor sap into the air. She wasn't finished however, as she dug the blade into the ground and grabbed the very end of the handle. The blade twisted in the ground, redirecting her to crash feet first into the thug's body.

Ben's jaw could not hang any lower. This girl was amazing. She had just KOed four guys at least twice her size with a weapon almost three times her size. And she did it so fast. She could give XLR8 a run for his money.

The girl landed on her feet while the last thug landed at the feet of Mr. bowler hat, who just looked down at his battered henchmen with a disappointed look.

"You were worth every cent, truly you were." He said to the unconscious thug. He then shifted his gaze to the girl in red.

"Well, 'Red', I think we can all say it's been an eventful evening. And as much as I'd love to stick around, I'm afraid this is where we part ways." He said as he aimed the end of his cane at the girl. Suddenly, what looked like a red firework shot out of the bottom of the cane.

The girl aimed her scythe downward and fired her rifle while jumping at the same time. The recoil propelled her well over the bullet Mr. bowler hat shot, which exploded when it hit the ground. When the girl landed she saw that Mr. bowler hat had run away. She looked around and saw him climbing a fire escape latter to the roof of a nearby five-story building. Saw caught out of the corner of her eye, the owner of the shop fearfully step outside.

"You ok if I go after him?" she asked the shopkeeper. The old man just gave a small nod. The girl took off running. Ben who was still in a state of shock from the impressive display of fighting skill, finally snapped out of his stupor. When he saw Mr. bowler hat running with the girl in red giving chase, he decided it was his turn. He brought his right hand over to his left wrist and activated the Omnitrix. He ran his index finger over the faceplate and a green holographic wheel displayed above the device. Inside the wheel were the faces of the alien's Ben could change into. By sliding his finger over the faceplate, the wheel would rotate and display his other transformations.

Ben searched for a good choice. After deciding on the alien, he took his finger off the faceplate, which slid back to reveal a circular button with a green and black hourglass shaped insignia, which popped up.

"It's Hero Time!" Ben exclaimed as he brought his right hand down on the button. After which he was engulfed in a flash of green.

Mr. Bowler hat had just reached the roof of the building, and began running to make a jump off the other side, when he heard the girl in red land on the roof behind him.

"Hey!" she called to get his attention. He stopped, but refused to turn to face her.

"Persistent." He muttered to himself. The girl in red braced herself in case he tried to shoot at her again. But instead, from the other side of the building arose a large tiltjet aircraft. The design of the craft was simple, it looked similar to a Boeing V-22 with smaller wings and each wing had a large jet engine attached at each end which could change direction. The roar of the engine was deafening and the searchlights that shined down were blinding. The girl took a couple of steps back, the wind being blown from the downward facing jets almost knock her off her feet.

Mr. Bowler hat quickly climbed into the aircraft via an open hatch on the side. He then turned back to the girl.

"End of the line, Red!" he hollered over engines. He held up a red prism shaped crystal and tossed it over to her feet. He then aimed the bottom of his cane at the crystal and fired. The girl reflexively, held her scythe in front of herself from protection and closed her eyes, bracing herself. She heard the rocket hit the crystal and explode, but questioned why she didn't feel any pain or even the force of the blast. When she open her eyes she saw that someone had protected her.

That someone was a middle-aged woman that had very light-blonde hair tied back in a bun with a curl hanging down the right side of her face. Her eyes were bright green and she wore thin rectangular glasses. She wore a white long-sleeved suit that exposes part of her chest, and puffy sleeves that tighten near the wrist before spreading back out near her hands. Her lower body has a black business skirt with buttons running in a vertical line up the front of it and lighter black-brown stockings. On her back was a tattered cape that was purple inside and black on the outside, decorated by a row of diamond-shaped brown beads going horizontally across her cape. In her right hand was a riding crop.

The women looked as though she was casting a spell, which created a circle of magic that protected both of them. After the blast faded, so did the magic circle. The women re-adjusted her glasses and gazed at the aircraft, as if sizing it up. After a moment of thought, the women gave a sly grin.

With a wave of her crop, she sent several purple, what looked to be magic bullets flying toward the hovering ship. When the bullets hit the craft, they each gave off tiny explosions, which knocked it around in the air.

Inside, Mr. Bowler hat was having difficulty staying on his feet. "You might want to take off now!" he called to the pilot.

The airship began to gain altitude. The girl in red and the women became concerned, neither on of them was capable of bringing it down without destroying it. And that option was out of the question considering how much collateral damage that would cause. As those two pondered what to do the answer, the answer came when two elongated… objects flew over their heads and attached themselves to each of the aircraft's wings.

"Oh no you don't!" said a voice from behind them. Both ladies turn to face the owner of said voice and were utterly baffled at who it was. Standing behind them was some bizarre creature that resembled a gorilla composed out of children's building blocks. Parts of its body were separated by various colors, namely red, blue, and yellow. In the center of his chest was a peculiar emblem, a black and green hourglass. Its two front hands which seemed to be stretching longer than they should be, were currently the objects holding on to the wings of the airship.

"Sorry, but this flight has been officially grounded." Ben, in alien form said. The name he gave to this transformation was Bloxx. He had discovered Bloxx about a month ago, when he first met Rook. Ben rather enjoyed his time spent in this alien form, it made him feel like a kid. Ben struggled to try to pull the ship out of the air.

Ms. Magic, who was momentarily stunned by the appearance of this creature quickly shook of her bewilderment and refocused on the escaping criminal. This… thing, whatever it was, was attempting to assist her.

Mr. Bowler hat had also taken a notice to the plastic toy trying to pull him out of the sky and quickly moved into the ships cockpit.

"We have a problem!" he announced to the pilot. The women behind the controls said nothing as she got up and went to the hatch of the ship while Mr. bowler hat took the wheel.

Ben was using all his strength to keep the airship from flying away, slowly retracting his arms and pulling it down. He then saw someone other than Mr. Bowler hat step into view from the open hatch. While the upper part of her body was obscured by shadows, he could still make out part of her appearance. She was wearing a dark red dress that came down to just above her knees and black high heels. And though he couldn't make out her face, he could see a pair of glowing amber eyes.

When Ms. Red eyes got a look at what had been keeping her ship in place, she did wonder for a second what it exactly it was, but then decided she didn't care and began shooting fireballs from her palms at Bloxx's arms.

Ben let out an audible grown, while being shot at didn't exactly hurt, it was uncomfortable. What was worse however, was those fireballs were chipping away at Bloxx's arm. Ms. Magic noticed this and shot another spell. A single purple light flew from the tip of her crop above the ship. From it a magic circle formed and began producing dark storm clouds. From the clouds big shards of ice began raining down on the ship. One of the shards crashed through the cockpit and almost took out Mr. bowler hat.

Adjusting her strategy, Ms. Red eyes threw a fireball at the women who used a spell to block the attack. But bits of the flame landed on the ground and began to expand. Ms. Magic saw the inferno growing under her feet and quickly back flipped away. The growing fires suddenly exploded causing several large chunks of the roof to get blasted into the air. With a quick wave of her crop, the airborne pieces of roof suddenly began glowing purple and collected to form a giant spear like object. Ms. Magic then sent her makeshift battering ram straight toward the ship.

Ms. Red eyes quickly fired three firebolts directly at the oncoming object. However, instead of destroying it, the pieces that composed it simply scattered for a moment and reconstituted. This maneuver did, however, allow enough time for Mr. Bowler hat to angle to ship so the pieces bounced off the top harmlessly.

Ms. Magic waved her crop and the roof pieces split into three separate constructs, which began to circle the aircraft.

Ms. Red eyes, deciding she has had enough of theses delays crossed her arm, which cause a ring of glyphs to appear around her body. After a moment of buildup, she spread her arms apart and a sphere of fire radiated outward in every direction. The flames reduced the roof pieces to ashes and completely severed Bloxx's arms, freeing the airship.

"Hot! Hot! Hot!" Ben exclaimed as he retracted his arms, waving the stubs back and forth to shake off the heat. Once the pain was gone his arms regenerated. Ben flexed his fingers to make sure they were all there.

With her work done, Ms. Red eyes closed the airships hatch, and for Mr. Bowler hat turned the ship away and prepared to fly as fast as this thing was capable.

Ben who was never one for letting the bad guys get away, changed the shape of his hands to form giant rectangular gun barrels, and grew arching chains of bricks out his back which led into an opening on the top of each arm. Ben then proceeded to fire the bricks, which exploded upon contact, at the airship.

Following his example, the girl in red folded her weapon back into a rifle and began taking pot shot at the rising ship. Their efforts however were for naught, as the attacks did little to impede the craft as it reach its desired altitude. The two downward facing engines then turned and pointed backwards and propelled the ship away.

Bloxx shifted his arms back to normal. He considered taping the Omnitrix to change to Astrodactyl to give chase, but then the sound of the device running low on power rang in his ears, and after few seconds and a flash of green, Ben reverted to his human form.

' _This isn't over_ ' he told himself, staring at the open sky where the aircraft had been. He was never one to just let bad guys walk away. He would find Mr. Bowler hat and Ms. Red eyes eventually.

The girl in red holstered her weapon on her lower back, under her cape. She stood in silence for a moment. And when she finally spoke it was barley a whisper.

"That… was… so… COOL!" she squealed on the last word, in an admittedly cute high pitch voice. Within seconds she was directly in front of Ben, with a huge smile plaster on her face. Her silver eyes seemed to radiate unlike any star Ben had ever seen. She was bouncing up and down on the balls of her feet as she began bombarding Ben with a series of questions.

"Oh my God, that was amazing. The way you kept the guy from flying off was incredible. And that thing with the arm cannons was awesome. How did you do that? Is it like a special technique you can do? Can you teach me it? Or is it like some like, ultra rare weapon? Where did you get it? Is there only one, or are there more? Would you mind if I tried it out?" she said so fast and excitedly, that it took Ben a second to fully register what she had said.

Ben couldn't help but chuckle, she kind of reminded him of himself when he was younger. He was about to answer when he heard Ms. Magic clear her throat. The girl in red also heard and turned to face her.

"Oh yeah, you're a huntress right?" she asked with the same level of excitement. She bounded over to Ms. Magic, giving her the same bright expression she gave Ben.

"Can I have you autograph?" she asked eagerly.

After Ben's identity had been reveled to the public back on his world, there were plenty of people who wanted to get his signature. And while he didn't always indulges his fans, he usually turned them down in a polite manner. One thing he never did however was place someone under arrest after they asked him for an autograph. But that was the exact response the girl in red got from Ms. Magic. And half an hour later both she an Ben were in a dimly lit small room sitting at a small metal table being chewed out by Ms. Magic.

"I hope you two realize that your actions tonight will not be taken lightly." She said sternly, pacing around the table.

"But they started it!" the girl said, sounding slightly afraid.

"So wait, the two of us stopped a robbery, and we are the ones put on trial?" Ben asked in disbelief.

"The two of you put yourselves and others in danger." Ms. Magic said in response.

Ben rolled his eyes, "Of course we put our selves in danger, that's kind of what being a hero is about. Risking your own skin to protect other people. And who else exactly did we put in danger, there was no one else out in the streets." Ben stated in defense.

"Yeah, what he said." The girl stated half-heartedly.

"The two of you still needed to consider the collateral damages you could have caused. Also you both charged in recklessly, without giving any forethought to your opponents superior numbers and power." Ms. Magic summarized.

"Ok one, I don't think those four thugs could really be considered to have 'greater power', she took those guys out in seconds." Ben said indicating to the girl next to him, who gave a small smile in response.

"And two, you didn't seem to be too concerned with collateral damages to keep from fighting yourself Ms…" Ben indicating he never got her name.

"Goodwitch. Glynda Goodwitch." Glynda stated flatly. "And the only reason I got involved was to protect you two."

"Well Ms. Witch," Ben said, purposely miss pronouncing her obviously misleading name, inciting a harsh glare from the women. "Are you going to throw the book at us or what?"

Glynda gave a sigh while the girl in red tensed up, waiting for a verdict.

"If it were up to me, you'd both be sent home, with a pat on the back..." she said calmly, causing the girl to relax slightly.

"And a slap on the wrist!" she stated firmly, hitting the table top in front of them with her crop, causing the girl to let out a yelp in surprise.

"But…" Glynda added. "There is someone here who wants to see you two." She headed for the only door in the tiny room. "Wait here." She commanded, and quietly left.

Ben propped his arm on the table and leaned against it. This little adventure was just going so well so far.

"Well isn't she just a ray of sunshine?" he asked sarcastically, enticing a small giggle from the girl next to him.

"She didn't have to be so mean about it." She said depressingly. She then smiled at Ben "Thanks for sticking up for me by the way." She added.

"Don't mention it, it's what I do." Ben said simply. He then held out his hand.

"My name's Ben by the way, Ben Tennyson." He stated. The girl took his hand and shook.

"Mine's Ruby Rose. It's nice to meet you Ben." Ruby said with a warm glow.

"Did you really mean it when you told her about when I beat those thugs?" Ruby asked, with a small amount of excitement.

Ben gave a small chuckle, "Yep, I've never seen anybody beat henchmen like that before, it was awesome." He admitted.

"Really?!" Ruby squeaked excitedly. No one had ever really praised her for her fighting skills before.

"Yeah, aren't your other friends just as impressed?" Ben asked, noticing Ruby's eagerness for approval.

Ruby's shoulders fell slightly as her beaming face saddened a little. "Actually, I'm not all that good at making friends."

Ben was surprised, he would have thought that someone as cheerful Ruby would have at least one person to hang around with. Ruby mood did perk up however when she remembered something.

"By the way, you never told me how did that trick on the roof top." She inquired.

Ben sighed slightly. While he was sure he could trust Ruby, fully disclosing all of the information about the Omnitrix had come back to bite him in the past. Getting tricked into allowing all of his alien form to be scanned for what he though was a video game based around him, only to discover it was to create counter measures for a killer robot made by an annoying and sub par TV news reporter, was a prime example.

Still he could tell Ruby meant no harm (to himself anyway).

"Can you keep a secret?" he asked. Ruby quickly nodded yes and leaned in close.

"Well…" Ben began. However his explanation was cut off when the door to the interrogation room opened and through it stepped Glynda and someone new.

Said new person was a man, who looked to be middle aged. He had tousled gray hair and thin brown eyes. He wore shaded glass spectacles and a dark-green scarf with a small purple cross-shaped emblem on it. He wore an unzipped black suit over a black-buttoned vest, with a green undershirt underneath. He also wore black trouser shoes and long, dark-green pants. In his left hand was a mug of what Ben presumed to be coffee, basing that theory off of the steam rising from the cup. In his left hand was a plate of chocolate-chip cookies.

"Ruby Rose," he said identifying her. Ruby stiffened in her chair. The man leaned forward and looked directly into her eyes.

"You… have silver eyes." He noted.

"Uh…" Ruby was unsure how to respond to that.

"Is that somehow important?" Ben inquired.

The man shifted his gaze to Ben. "And I believe you name was Ben Tennyson?" he asked.

"Yeah…" Ben answered.

Glynda pulled out some sort of touch screen device and then displayed a video of both Ruby's and Ben's attempts to stop the store heist.

' _That was being recorded?_ ' Ben asked himself when he saw the video.

"So, would the two of you mind explaining how you were capable of such feats?" the man asked, referring to the video. Ben and Ruby glanced at each other for a second before answering.

"You might want to get her answer first." Ben said hitching his thumb to the girl next to him. He knew after explaining his own predicament, everyone else's brains would need a hard reboot.

The man turned his full attention over to Ruby who timidly answered "S-Signal Academy."

"They taught you how to use one of the most dangerous weapons ever designed?" he asked. Ben was shocked when he heard this. While he didn't think wielding a weapon that big was easy, he had no idea it was so highly regarded. Kind of the same way with him and the Omnitrix.

"Well, one teacher in particular." She answered.

"I see." The man said cryptically. He then placed the tray of cookies he was holding on the table in front of them. Ruby wasted no time and started to inhale the baked goods one after another.

"It's just that I've only seen one other scythe wielder of that skill before. A dusty old crow..." the man said, causing Ruby to nod in response, her mouth stuffed with what was probably a total of three cookies.

"Faff miy uncll crof." Ruby attempted to say with her mouth full. She swallowed and tried again.

"Sorry, that's my uncle Crow. He's a teacher at Signal. I was complete garbage until he took me under his wing, now I'm all like…" Ruby said as she began striking poses like one would see in old kung-fu movies, to illustrate her point. Ben couldn't help but let out a chuckle, Ruby was adorable.

"So I've noticed." The man said sitting down across from them. He then asked a question that Ben admittedly had at the back of his mind.

"And what is an adorable girl, such as yourself, doing at a school designed to train warriors?"

"Well…" Ruby began, "I want to be a huntress." She said cautiously. Ben remembered her calling Glynda that back on the rooftop.

"You want to slay monsters." The man stated.

"Yeah, I only have two more years of training left at Signal, then I'm going to apply to Beacon." Ruby explained. "You see my sister is starting there this year, and she is trying to become a huntress, and I wanna become a huntress so I can help people. Our parents always taught us to help others, so I thought 'might as well make a career out of it'. I mean the police are alright, but hunters and huntresses are just so much more romantic and exciting and cool and …well ya' know?" she said getting really excited by the prospect of her career.

Glynda just rolled her eyes at Ruby's childish outburst.

"Do you know who I am?" He asked Ruby.

"You're Professor Ozpin, you're the head master at Beacon." Ruby answered.

Ozpin gave a small smile, "Hello." He said finally introducing himself.

"Nice to meet you." Ruby said politely.

Ozpin then looked her dead in her Silver eyes and asked, "You want to come to my school?"

"More than anything." Ruby answered. Ozpin looked over to Glynda, who just looked away, obviously she didn't agree but wasn't going to say anything.

"Well… OK." Ozpin answered. Ruby's face lit up as if it was Christmas. She had finally achieved her goal of being accepted into one of the best, most famous training academies in the world… and two years early.

Ozpin smiled at Ruby's excitement for a moment, before turning to Ben.

"So young man, what's your story?" He asked. Ben sighed and began drumming his fingers on the table.

"Well, my story is a little… crazy." Ben stated out right. And even then he thought he was understating it.

Ozpin simple folded his hand in front of himself, stared directly at Ben and said "Try me."

Ben gave a small smile and glanced over to Ruby who was now eating another cookie (though much slower this time), and looking at Ben with her silver eyes wide open in anticipation.

"Lets just say, I'm not from around here." Ben said trying to stall.

"Meaning?" Ozpin asked. Ben could tell this guy wouldn't settle for anything less than a straight answer. ' _This is going to end well_ ' Ben thought.

He took a deep breath, "I'm an alien." He stated bluntly, which resulted in the entire spectrum of reactions.

The extreme reaction came from Ruby who did something she never thought she would ever do, spit out a cookie. The minor reaction came from Ozpin whose eye's just widened slightly. And the dumbfounded reaction came from, of all people, Glynda whose calm, calculating exterior was shattered for a few seconds as her jaw just hung open.

"That's… unexpected." Ozpin stated simply.

"Yeah, see it's like this," Ben continued. "My cousin, who knows magic, was trying to open a magic door back on my world, and she made a mistake and I got pulled here by accident. And I don't even know where 'here' is".

"I see, so you're a being from another world." Ozpin clarified.

"That's what I'm sayin." Ben confirmed

"That is Awesome!" Ruby outright shouted

"That sounds ridiculous." Glynda stated, as if her opinion was the only one that mattered.

"That would explain a few things." Ozpin stated calmly.

"What?" Glynda asked in disbelief. She could believe her boss was actually taking this seriously.

"With all due respect Professor Ozpin, an alien. Really?" she asked. Ben knew that she was probably not going to believe him right away, but did she really need to be so judgmental about it.

Ozpin just smiled, "Then how would you explain the Boy's powers Professor Goodwitch?" he asked simply. Glynda opened her mouth to respond, but then realized she couldn't. She had never seen anything like the power Ben had in her entire life.

Ozpin continued, "Ben's power is clearly other worldly, would it not make sense that he is, in fact, from another world." Glynda bit her lower lip. While that blanket statement sounded like there could plenty of room to poke hole in its logic, it did make sense.

Ozpin turned back to address Ben. "So Benjamin, what purpose do you have coming to our world?" A very legit question.

Ben shrugged, "Nothing really. Like I said, the only reason I'm here is because of an accident. I don't even know how to get home, and the only reason I tried to stop those thugs was because it was the right thing to do." He explained

"Where do your powers come from?" Ozpin asked. Ben could hear Ruby's chair creak as she leaned in closer, finally she would get her answer.

Ben rolled up his green jackets left sleeve and displayed the Omnitrix on the tabletop. "This device is called the Omnitrix. It was created by the lead member of a super intelligent alien species called the Galvin. What it does is artificially rearranges my DNA to shape shift into every sentient species in the Milky Way galaxy." He explained.

Now even Ozpin's mouth was open in sheer shock.

"That is so cool." Ruby said breathlessly.

"Now I know you are making this up." Glynda said sternly. Ben just glared at her.

"You saw me transform with your own eyes." Ben said to prove his point.

"I don't know what I saw, but the idea that a device that small could be so powerful is ludicrous." She argued.

"Glynda, please," Ozpin interrupted. "What possible motive would he have for lying to us?" he asked, using simple logic. "What's more, if he was going to lie, don't you think he would pick a less obvious one?" he stated calmly.

Glynda just sighed in defeat. She knew what was coming next, but was powerless to stop it, no matter how much she objected.

Ozpin folded his hands in front of his face for a moment, then spoke. "I want to make a deal with you Ben."

"Uh, ok" Ben said.

"I want you to attend at Beacon." he said firmly. Ben was surprised… kinda. To be honest with himself, he thought was going to be part of the deal. Still with the way Ruby reacted to the thought of going to this school, clearly it was a exclusive place.

Ozpin continued, "And in return, I will do everything in my power to send you home."

Ben smiled, "Thanks, but I'm positive that my cousin Gwen is already trying to find a way to bring me back." He assured Ozpin.

"Do you know, how long that it's going to take?" Ozpin asked in response.

"Uh… not exactly, no." Ben admitted. Gwen was good with magic, but pulling someone out of a world she didn't even know existed would probably be a challenge.

"Well then why don't you enroll in the meantime? It could give you a chance to do something good with your time." Ozpin pointed out. Ben thought about it. While he had this nagging feeling that he was being pressured into going to some school for kids with awesome weapons to learn how to fight monster and grow up to be heroes… wait why was he still considering this.

"Well I guess I've got nothing better to do, or anywhere else to go, so sure I'll go to Beacon." Ben answered.

"Excellent." Ozpin said.

"Whoo, this year is going to be awesome!" Ruby cheered.

Glynda just hung her head in defeat.

Ozpin stood up, "Semester starts tomorrow, both of you will be driven to transports first thing in the morning. Until then, I would take the time to prepare yourselves." He offered. And with that he tuned and headed out the door, with Glynda tailing behind him, rubbing her temples.

"Wait classes start tomorrow?" He asked Ruby.

"Yep." Was her answer. Ben grimaced slightly.

"Uh would you if I borrowed some spare notebooks and pencils?" he asked.

Ruby was about to say sure but then a thought occurred. She then got a smug grin.

"Sure thing Ben… if you let me try on the Omnitrix." She bargained.

Ben chuckled, "Sorry Ruby, no can do."

"Awww, come on, pleeeeeese?" she begged, batting her silver eyes at him.

"I couldn't even if I wanted to, it's code locked to my DNA, so only I can use it." Ben explained, causing Ruby to pout.

"Well that's not fair." She grumbled.

"Is there any way to bring him back?" Kevin asked pacing the length of the garage for the millionth time.

"I don't know Kevin, I'm trying as hard as I can to find and answer, and you're not helping." Gwen snapped back. For the last hour since Ben disappeared, she had been sitting in front of the blasted doorway that had abducted her cousin and using her magic to keep half a dozen book levitating off the ground in front of her facing, skimming the pages as fast as she could trying to find a spell that could assist her. For some reason she was having a difficult time sensing his mana.

"Isn't there like some tracking spell you could use to find him?" Kevin asked

"I don't know" was Gwen's response.

"Perhaps you could alter you previous wording that opened the Door to Anywhere so it will not become a vortex?" Rook suggested.

"I don't know" Gwen said a second time.

"Is it possible he was just sent to Ledgerdomain?" Kevin asked

"I DON'T KNOW!" Gwen yelled, causing a sudden pulse of mana to radiate off of her, causing all small objects in the garage to go flying. All the books floating in front of her dropped to the ground. Kevin and Rook both took a step back and braced themselves for Gwen wrath, but it never came. Instead, after a minuet of silence, Gwen just held her face in her hands and began crying. Kevin cautiously, sat down next to her and put his arm around her shoulder.

"What did I do Kevin? It's all my fault. It's all my fault!" she sobbed.

"Of course it's not your fault, Gwen. You had no idea what was going to happen." Kevin said holding her closer. "If anything it's Ben's fault. It was his stupid phrase that caused this to happen." He stated.

"But I'm still the one who used it." She cried. She and Kevin just sat there for a few moments, Gwen resting her head on his shoulder.

"What if we never find him?" Gwen asked.

"Oh I wouldn't be too concerned with that." Said a cheerful voice from behind them. Kevin and Gwen both turned to see a tall middle aged man wearing what looked like a steam punk lab coat and black pants. In his left hand was a cane, and his right hand looked to be mechanical. He wore green tinted goggles around his neck and had short black hair, which was gray at the roots.

"Professor Paradox!" Kevin exclaimed.

"Hello everyone." Paradox greeted in his kindly way. "Gwen, how has collage life been treating you?" he asked with genuine care.

"Uh ok I guess." She answered. "Listen Professor, we need help. See one of my spells miss fired, and I accidentally…" Gwen began but was cut short when Paradox simply held his hand up.

"There is no need Gwen, I am already aware." Paradox said.

"Y-you do?" Gwen asked.

"Of course, I know everything." He said simply.

"So then that means you know where Ben is." Gwen said with hope in her voice.

"I do." Paradox confirmed

"So you could tell us where he is!" Gwen exclaimed happily.

"I could." Paradox said. Kevin had noticed the pattern in Paradox's answers.

"But you're not going to tell us, are you." Kevin stated.

"No Kevin, I'm afraid not." Paradox answered. Gwen didn't take this very well.

"What! Why not?" she demanded, enraged at the time traveler.

"Because Ben has just become a major player in a series of events on another world. His very presence could change this world for the better, and removing his presence would be irresponsible." Paradox described

"Irresponsible!?" Gwen exclaimed. "Well what about all of his responsibilities here? His hero work, his school work, his friends and family, what about all that?" she demanded angrily.

"I have already foreseen everything and taken care of it Gwen. Rest assured you will see Ben in time." Paradox stated. Gwen let out a sigh and composed herself.

"Then why are you here?" she asked in the kindest way she could.

"To alleviate your fears, of course." He said, as if obvious. "I'm here to tell you that young Ben is fine. He is safe and in good health. So there is no need to worry about him." Paradox explained.

Gwen just stared at the ground for a few seconds. She contemplated Paradox's words. After about a minuet, she sighed.

"Alright, thanks for the update." She said quietly. "But the second that anything changes I want to know about it." She demanded.

"Understood." Paradox said, and in a flash of blue light, he disappeared.

Gwen, Kevin and Rook simply stood in silence for a few moments. It was Rook who finally broke the silence.

"I shall inform Magister Tennyson about the information Paradox gave to us." Rook stated while headed towards the door.

"Actually Rook, I think I should be the one to tell grandpa." Gwen said pulling out her Plumbers badge and leaving the room to make the call.

Rook turned to see Kevin leaning on the closed garage door, with a look of intense thought on his face.

"Tayden for your thoughts Kevin." He asked. It took Kevin a few seconds to respond.

"Think he'll be alright?" Kevin asked, small traces of concern in his voice, though he would deny it.

Rook considered all the time he spent with Ben and came up with an answer. "While it is true that Ben can be something of a loose plasma rifle, he has also shown to be quite adaptable. I believe Ben will do just fine."

Kevin smiled, Rook had a point. Ben was always unpredictable. And that was what always allowed him to win. And hey, if Kevin couldn't beat Ben using his own powers against him, what chance did some other poor schmucks have? A thought that gave him comfort.

 _Wherever you are Tennyson, be safe._


	3. Chapter Two: New School, Old Problems

Chapter 2: New School, Old Problems

"…And that's how I beat Vilgax the first time." Ben finished. Currently, he and Ruby were riding in a taxi, headed toward an airship port to catch a ride to Beacon. To pass the time he decide to tell Ruby a few stories about his many adventures, a subject she was more than curious about. He thought it best to start from the beginning when he first found the Omnitrix and his archenemies first attempt at taking it from him. Said story about the first few weeks of his new hero career was enough to leave Ruby speechless.

"And you did all of this back when you were ten?" Ruby asked astounded. Ben shrugged.

"Pretty much." He confirmed.

"That's…Amazing!" Ruby exclaimed excitedly. "I mean, wow, blowing up some space warlord with his own ship! That's the kind of thing you hear about in comic books."

"Well technically, it was my grandfather who did the blowing up part." Ben said giving credit where it was due.

"Still the things that you've done all sound so cool. That's exactly the kind of stuff that I've always wanted to." Ruby said. Ben gave a light laugh, that was exactly how he acted when he was ten.

"Hate to tell you, but some times hero work isn't as glamorous as it seems." Ben said. Ruby gave a small nod and looked down at the floor of the taxi.

"I know, fighting monsters and bad guys is dangerous. And sometimes, bad things can happen when you least expect them. Believe me, I know." Ruby said, her usually cheerful attitude seemed to be replaced with a depressing one.

Ben noticed her change in demeanor. She had a pained look in her silver eyes and a slightly sad expression on her face. Anyone could have guessed that something happened to her or her family in the past. Ben thought quickly about anything that could change the subject.

"So, you said your sister is going to the same school?" Ben asked.

Ruby's mood reverted back to it's natural, cheerful self. "Yeah, her name is Yang. She was two years ahead of me, but now we are in the same grade." Ruby answered.

"How do you think she will take the news?" Ben asked.

"Oh I already called her last night, she's really happy for me. She is also eager to meet you." Ruby said.

"You told her about me?" Ben asked surprised.

"Yep, but don't worry, I told her not to tell anyone." She responded.

"Anything I need to know about her?" He asked. Ruby though for a second before answering.

"Hmmm… not really. She's nice, she's affectionate, she's strong, but that's to be expected by getting accepted to Beacon." Ruby said proudly, "I'm pretty sure you two will get along just fine… as long as you don't touch her hair." Ruby warned grimly.

Ben gave a confused look, he knew that girls could sometimes be critical of their hair, but honestly how bad would she react if he did? Ben decided to dismiss the thought and looked out the window. He saw what looked to be a large, flying, airship. It looked like an ocean liner, with four wings attached to the stern end. Surrounding it were several smaller aircrafts, similar to the one he had tried to stop the night before.

"Is that our ride?" Ben asked astonished.

"Yep." Ruby answered simply.

"Talk about rolling out the red carpet." Ben said. He knew that Ivy League schools like to present them selves in an impressive fashion, but this was going a little over board.

It didn't take long for the two of them to board. To Ben's surprise, the ship wasn't pact full of students, leading him to wonder why they need a ship this big. Currently they were in the viewing gallery, a twelve-foot wide room located in the bottom of the ship's hull. The gallery had four semicircular windows, mounted at a downward oblique angle, on each side. And apparently each window had a hologram projector which could be used like TV, as one of the other few people in the room had it set to a local news station.

"Don't see your sister yet?" Ben asked Ruby.

"She said she'd be here." Ruby responded doing another sweep of the gallery with her eyes. "Oh man, what if she got stuck in traffic and didn't get here before we took off?" She asked.

"Don't worry I'm sure she's here." Ben said trying to alleviate her fears. "Why don't you tell me what she looks like and I'll go look for her?" Ben offered.

Ruby relaxed a little. "Ok, that's a good idea. She has long, blond…"

"RUBY!" someone yelled excitedly, cutting Ruby off. Both she and Ben turned towards the viewing gallery's door to see someone running up to them. This some one was a girl, about 17 years old. She had a tan vest with gold piping over a yellow, low-cut crop top with a black crest that resembles a burning heart. The vest had puffy cap sleeves with black cuffs. On the sides of the cuffs, there were two small, golden buttons. She wore a brown belt with a buckle, a pouch, and a small banner-like object. The same burning heart crest appears on this banner, except golden in color. She wore black shorts under her belt, which resembles a pleated skirt in the back. Over the short shorts but under the belt was a white, asymmetrical back skirt. On her wrists were two gold metal bracelets. Her most distinguishing feature however was her long, messy blond hair.

Ben could only assume that this was Ruby's sister. His answer came when Goldilocks ran up to Ruby and put her in a crushing bear hug.

"Oh, I can't believe my baby sister is going to Beacon with me! This is the best day ever!" she squealed happily. Ben chuckled, Ruby was right, her sister was really affectionate. Ruby however did not look as happy, possibly as a result of having the life squeezed out of her.

"Please… stop…" Ruby croaked. Goldilocks released her death hug and Ruby sighed in relief.

"But I'm just so proud of you." Goldilocks gushed, hopping up and down like an older version of Ruby.

"Really sis, it was nothing." Ruby assured her. "Besides, I had a little help." Ruby notioned her head towards Ben, who Goldilocks turned to face.

"So, you're Ben Ten, right?" she asked.

"Ben Tennyson. But yeah, I get that a lot." He corrected

"Hmm." Was Goldilocks' only response. She walked up to Ben with a quizzical look on her face. Her eyes shift up and down observing every part of him. She then began slowly pacing around Ben continuing to scan him, as if sizing him up. Ben gave a questioning glance to Ruby who only shrugged in response, just as baffled by her sister's behavior as Ben. She finally came to a stop once in front of Ben again, giving him one more look over. She then gave a small smile.

"All right, I approve." She stated.

Ben raised an eyebrow in confusion, "Approve of what?" he asked.

"Of you dating my sister." She said simply.

"What!" Ben exclaimed, wondering where that even came from.

"Yang!" Ruby cried embarrassingly, her face now the exact same shade of red as her cloak.

"Yeah, I got vibe when I talked to Ruby last night. I could tell by the way she talked she was interested in you." Yang explained to the embarrassed teen hero.

"Wha-Wait…i-it's… not…" Ben tried to explain, but he was having problem getting his brain to work.

"Yang, we only met yesterday!" Ruby said, trying to cover her flushed face with her hood.

"Ah, I know. And it was love at first sight. Oh, it's so romantic." Yang squealed happily.

"But…But...But…" Ben tried to say, instead skipping like a broken record. He really couldn't believe this was happening. This girl was a hopeless romantic.

"That being said," Yang said grabbing Ben by the collar of his shirt and pulling him close, forcing him to look directly into her Lilac colored eyes, which looked back into his with a glare that would make Vilgax shudder.

"If you do anything to hurt my precious little sister, I will personally introduce you to my five little friends." Yang held up her other fist. "And I promise you, your relationship with them will be very, very, intimate." She stated with firey determination. Ben could only 'gulp' in response.

Ruby, who managed to squeeze between the two of them, pushed them both apart and turned to address her elder sister.

"Yang, me and Ben are just friends." She stated firmly. Thought Ben couldn't see her face, he could tell that she sounded flustered, not that he was any better.

Yang glanced back and forth between her sister and Ben. "Oh, ok. I get it." She said.

"Well…good." Ruby said, glad that mess was over with.

"You two want to take it slow." Yang said smugly.

"What!" Both Ruby and Ben exclaimed.

"It's ok, I understand. Honestly it's the smart thing to do." Yang said. Ruby groaned in defeat. Whenever her sister got like this, it was impossible to change her mind. Ben, on the other hand, just stood there with a dumbfounded expression. Yang chuckled at both of them.

"Anyway, as I'm sure you've been told, my names Yang. Yang Xiao Long." She said holding out her hand. Ben took it and weekly shook.

"Nice to meet you." He managed to get out.

"I want to say thanks for helping Ruby out yesterday." Yang said.

"It's no problem, it's what I do." Ben stated, allowing himself a moment of humility. "But to be honest I don't even think she needed my help. She's the one who took care of the bad guys, I just tried to keep their boss from getting away." He said. Yang smiled at Ruby, "Hear that sis, he's impressed with you." She said.

Ruby, who's face had just returned to it's natural color, immediately became tomato red again as she turned away from both of them, pulled up her hood, and clamped her hands over her ears.

"I'm not listening." She said. Ben's shoulders drooped, Yang wasn't going to let this go, was she?

"So my adorable sister tells me you're a shapeshifter?" Yang asked Ben.

"That would be correct." Ben said, trying to change the subject as quickly as he could.

"Care to prove it?" Yang asked. Ben took a look around, while the room they were in didn't have too many people, there were still a few who could potentially have a heart attack if they saw a teenage boy change into a gorilla made of building blocks.

"How about we wait till later?" Ben asked motioning his head towards the crowd. Yang sighed in disappointment. "Sure." She begrudgingly said. "So Ruby…" Yang addressed her younger sister, who was still holding her hands over her ears.

"Ruby!" Yang called, but she got no response. Yang then pinched the top of Ruby's hood and yanked it backwards, pulling it off and almost causing Ruby to fall over.

"What?" Ruby asked annoyed.

"So how does it feel being bumped up two years?" Yang asked her. Ruby just looked down with a depressed expression.

"It's alright, I guess." Ruby mumbled. This surprised Ben, it was her dream to go to this school in the first place, but she wasn't excited she got admitted early? And unlike when Gwen went off to collage, she would be joining her family, not being separated from it.

"Just 'alright'?" Yang asked, voicing Ben's thoughts. "It's incredible! Everyone at Beacon is going to think you're the Bee's Knees." She said.

' _Bee's Knees?_ ' Ben thought to himself. That was the first time he had heard anyone say that.

"I don't wanna be "the bee's knees". I don't wanna be any kind of "knees"! I just wanna be a normal girl, with normal knees" Ruby explained.

"Huh?" was all Ben could say.

Ruby sighed, "I got moved ahead, so I just don't want anyone to think I'm special or something." She stated much more clearly. Yang gave a sympathetic smile and put a comforting arm around Ruby's shoulder.

"But you are special." Yang said. Ben would have added something but something caught his ear.

"The robbery was led by nefarious criminal Roman Torchwick, who continues to evade authorities."

Ben looked around to see where that report came from, and saw several students crowded around a holoscreen in front of one of the large, semicircular windows. On the screen was a prison profile of Mr. Bowler hat (who didn't have it on), with his real name 'Roman Torchwick' printed on a sign he was holding in front of him.

"If you have any information on his whereabouts, please contact the Vale Police Department." Said the newscaster. "Back to you Lisa."

The screen changed to display a newswomen with short silver hair that became purple by the ends. She wore a black dress coat, and purple dress shirt. Her name 'Lisa Lavender' was displayed on the bottom of the screen.

"That you Cyril." She said. "In other news, this Saturdays Faunus civil rights protests turned dark when members of the White Fang disrupted the ceremony." A red emblem against a white backdrop appeared on the news wall. The emblem was of a stylized head of a big cat in front of what looked to be three claw marks.

"The once peaceful organization," Lisa continued, "has now disrupted…" the holoscreen was suddenly cut off and disappeared. Ben took a second to take all of his in. He now had a name to stick with Mr. Bowler hat, and he had been made aware of another potentially dangerous organization. He would have to ask either Ruby or Ozpin later about them.

After a few seconds a holographic image of Glynda appeared in front of every window and started playing a recorded message.

"Hello and welcome to Beacon," the message began.

"Who's that?" asked Yang.

"My name is Glynda Goodwitch." The image said in response.

"Oh." Yang said simply. The message continued.

"You are among a privileged few who have received the honor of being selected to attend this prestigious academy! Our world is experiencing an incredible time of peace, and as future Huntsmen and Huntresses, it is your duty to uphold it. You have demonstrated the courage needed for such a task, and now it is our turn to provide you with the knowledge and the training to protect our world."

The image spoke in a kind and gentle way that was uncharacteristic towards the real Glynda, in Ben's opinion. And when it was finished the image faded away.

"She's nowhere near that nice in reality." Ben said to Yang, getting a chuckle out of the blond.

Ruby walked over to the closest window and gazed out. "Wow!" she said breathlessly. Ben moved to the window and looked out as well. The view from the ship was spectacular, it provided a great view of the entire city.

"You can see signal from here." Said ruby. "I guess home isn't too far after all."

Yang put her hand on her sister's shoulder. "Beacon is our home now." She said.

Ruby smiled at the comforting thought. However the nice, worm moment was interrupted when a kid next to them began to lose his breakfast after admiring the city for too long. He stumbled past the trio of teens letting out obviously queasy groans and one hand clamped over his mouth.

"I guess the view isn't for everyone." Yang said.

"It was a nice moment while it lasted." Ruby said.

"If he knew he had stomach problems why did he even come down here?" Ben asked.

"So who do you guys think we are going to meet?' Yang asked.

"Well who ever they are I hope they are just better than Vomit boy." Said Ruby.

"I'm fine with anyone as long as they don't try to kill me." Said Ben. Sad part was, not as many people went without breaking that rule, as Ben would have liked. Ruby was about to ask about that exact topic when she noticed something.

"Oh! Yang, gross, you have puke on your shoe!" Ruby said in disgust.

"Gross, gross, gross, gross, gross, gross, gross, gross." Was all Yang could say as she tried to shake the disgusting substance off.

"Get away from me! Get away from me! Get away from me! Get away from me!" ruby repeated. Ben just chuckled, this was going to be an interesting adventure.

It took about an hour for the airship to reach their destination. The ship docked next to a cliff side and the three teens disembarked. What greeted them was a glorious sight. At the end of a long, gray stone brick road lined with stylized street lamps that had red banners with the academy's symbol embalmed on the, was a huge castle like structure, that had a very medieval times feel to it.

"The view from Vale has got nothing on this." Yang said, crossing her arms.

"Why can't my school look this awesome." Ben asked.

Ruby just stared wide-eyed at the castle in front of her, she was finally here, and it was everything she had hoped it would be. Several other students who were disembarking walked past them, which gave Ruby the chance to marvel at their weapons.

"Oh sis, that kid has a collapsible staff!" Ruby said excitedly, grabbing her sisters' arm and pointing to said weapon. "Whoa, and she's got a fire sword!" Ruby noted as another student passed them, following her to get a better look at her weapon. Yang sighed as reached out and grabbed her sister by the hood, pulling her back which got a few admittedly cute 'owes' from Ruby.

"Easy there little sister, they're just weapons." Yang said, trying to calm Ruby down.

"Just weapons?" Ruby asked "There are extensions of ourselves, they're a part of us. Oh they are so cool." Ruby swooned.

"You have a scythe that folds into a rifle, why would you go fan-girl over someone else's weapon? Don't you like it?" Ben asked.

Ruby pulled out her scythe and cuddled with it as if it were a teddy bear. "Of course I'm happy with Crescent Rose. I just like seeing new ones." She said in response. "It's like meeting new people…but better."

"Oh, thanks" Ben said in a jokingly sarcastic way. Ruby pouted slightly, "You know what I mean."

Yang tugged Ruby's hood over her head. "Ruby, come on. Why not try to make some more friends?" she asked.

Ruby pulled her hood back. "Why, I already have you two?" Ruby asked.

"Well…" Yang started looking away with a guilty smile. "I was actually planning to meet with my friends, soooooo… see ya!" and with that Yang took off running so fast that it made Ruby's head spin and actually caused Ben to fall over.

"Wait, where are you going? Aren't we supposed to go to our dorms? Where are our dorms? Do we have dorms?" Ruby called after Yang, stumbling around dizzily. "I don't know what I'm doing." She mumbled, as she allowed her self to fall backwards… into another student's luggage.

"What are you doing?" a voice practically yelled. Ruby, who was surrounded by a cluster of white briefcases, and Ben was just picking himself up off the ground turned to the presumed owner of said cases.

The owner was a young girl with pale skin, wearing a white bolero jacket over a similarly colored thigh-length dress with a piece of black lace making up the neckline of the dress. The inside of the bolero was red and the sleeves turned blue as they get closer to her wrists. She had white hair that could be rendered invisible in a blizzard, light blue eyes, and a peculiar looking rapier that had what looked to be a magnum revolver chamber just above the hilt.

"Do you have any idea of the damage you could have caused?!" the snow princess demanded from the still dazed Ruby.

 _Now that's impressive._ Ben thought to himself. _I've known this girl for all of ten seconds, and already I don't like her._

Ben picked up one of the brief cases on the ground and offered it to the snow princess. "I'm pretty sure your bags are fine, princess." Ben said a little annoyed.

The snow princess angrily snatched the case out of Ben's hand and opened it. Inside there were small glass bottles with a snowflake emblem imprinted on the front containing various colored powders held in place by foam slots for each bottle.

"There see, your make-up is fine." Ben said.

"Make-up?!" the snow princess exclaimed. "Do you have any idea what this is?" she asked Ben, holding up a bottle containing red powder.

"Not really, should I?" Ben asked. The snow princess just huffed angrily.

"This is dust, mined and purified from the Schnee quarry." She explained, shaking the bottle in her hand causing some of the dust to escape the bottle and become a small red cloud, which floated into Ruby's face and up her nose.

"I mean, what are you, brain dead?" the snow princess continued, "Dust. Fire, water, lighting, energy. How do you not know about dust?" she demanded from Ben.

 _Because I'm not from this planet._ Ben wanted to say, but chose to keep his mouth shut.

"How were you even accepted to this school if you don't know anything about dust?" She inquired hostility.

Ben was about to respond, when he noticed Ruby had a… bizarre expression on her face. _Is she about to…_

"Aaaa-Chooo" Ruby sneezed, causing a small explosion to fill the space between the three teenagers. The bottle in the snow princess hand went flying, bouncing along the stone roadway until it came to a stop at someone's feet. Said someone, who was reading, quietly picked up the bottle, examined the snowflake emblem on the front, and turned her attention towards the raving snow princess.

"Unbelievable, this is exactly the kind of thing I was talking about!" the snow princess shouted, brushing soot off of herself.

"I'm really, really sorry." Ruby said, looking down in a guilty fashion. Ben would have said something, but his mind was busy repeating the same question over and over again.

 _Did Ruby just sneeze a fireball?_ However the snow princess ranting quickly brought him back to reality.

"You complete dolt. What are you two even doing here? Aren't you two a little young to be attending Beacon? This isn't your ordinary combat school." She stated harshly.

 _You're 17 at best._ Ben thought to himself.

"We're not just here for sparring and practiced you know, we're here to learn to fight monsters. So watch where you're going." She finished.

"Hey I said I was sorry princess." Ruby said, finally defending herself and vocalizing Ben's thoughts.

"It's heiress actually." Said someone to their right. Ben turned to see another girl walking up to them. She wore a black buttoned vest with coattails, and a white, sleeveless undershirt that exposed part of her midriff with white shorts that were connected to her shirt, although it was partly obscured by the vest. Her shorts had a zipper on the front of each leg. She also wore a detached scarf-like collar around her neck. She had long black hair with a black bow on top of her head, and yellow eyes. Strapped to her back was a wide, single edged sword, with a black ribbon attached to the handle. She was carrying one of the bottles of dust that had gone flying.

"Weiss Schnee, heiress to the Schnee Dust Company; one of the largest producers of energy propellant in the world." The newcomer explained.

"Finally, some recognition." Weiss stated proudly.

"The same company infamous for its controversial labor forces and questionable business partners." The girl in black added.

"What? How dare!... The nerve of... Ugh!" Weiss stuttered.

"Burned." Ben said. Ruby giggled. Weiss just glared at the girl in black harshly for a few seconds, before snatching the bottle of dust out of her hand and stomping away angrily.

"I promises to make this up to you." Ruby called after Weiss, trying desperately to not have someone hate her not even five minuets after getting of the bus (or airship) here.

"I wouldn't worry about it." Ben said. Ruby let out a sigh.

"I guess I'm not the only one having a rough first day." She said. Ruby then turned toward the Girl in black. "So what's," she started, but stopped when she saw her walking away.

 _Really? Not even going to give us you're name?_ Ben thought. Ruby let out a groan and collapsed on the ground in sadness.

"Welcome to Beacon." She said sadly. Ben sat down next to her.

"First day's always the hardest." He said trying to comfort her. "And if you think this is bad, at least you're at a place where everyone has powers. My last school had to take out a huge insurance policy because of me. In case one of my bad guys attacked, or I accidentally wrecked the gym." Ruby couldn't help but snicker at that thought.

"Did you ever wreck the gym?" she asked. Ben turned away embarrassingly. "Oh my god, you did!" Ruby said when she saw this.

"It only happened once." Ben said in defense. "We were playing volleyball, I got a little competitive… I didn't think the ball would ruin the floor boards that badly." Ruby said nothing for a few seconds. She then started laughing at the mental picture. Ben rolled his eyes.

"Yes, yes it's very funny. Point is, things could be worse." He said.

"I guess so." Ruby said, admittedly feeling better. _At least_ _I have one friend here._ She thought. _I wonder if I'll meet anyone else_. She wondered

The answer came when she noticed someone else standing over her. That someone was a boy wearing a black hoodie with white plate armor attached to it, and blue jeans. He had short blond hair and blue eyes. Attached to his left hip was a broadsword in a sheath.

"Hey… I'm Jaune." He said, introducing himself, while offering Ruby a hand up.

"Ruby." She said simply.

"Nice to meet you Jaune, I'm Ben." Ben said being polite, thankful that there was someone else here with good manners. After Jaune helped Ruby up, a thought occurred to Ben.

"Aren't you the guy who threw up on the ship?"

"All I'm saying is motion sickness is a much more common problem than people let on." Jaune said. Currently, he, Ben, and Ruby were walking around the campus trying to get a feel of the place, and getting to know each other.

"Look, I'm sorry, 'Vomit boy' was the first thing that came to mind." Ruby apologized for what she said on the ship. But she still couldn't quite say that with a straight face. Not that Ben fared any better.

"Oh yeah, well what if I started calling you 'Creator face'?" Jaune asked.

"Hey, that explosion was an accident." Ruby said in defense.

"Well the name's Jaune Arc, short, sweet, rolls off the tongue, ladies love it." Jaune bragged. Ben rolled his eyes, while Ruby just raised an eyebrow.

"Do they?" she asked.

"They will… well I hope they will. I mean my mom always says… nevermind." He said.

"Yeah Jaune, word to the wise, never say the phrase 'ladies love it', to a lady." Ben said.

Ruby gave Ben a amusingly questioned look. "And how do you know that?" She asked.

"Uh, nevermind." Ruby just gave Ben a smug look.

"Sooo… I've got this thing." Ruby said, pulling out Crescent Rose, which unfolded into its scythe mode.

"Whoa, is that a scythe?" Jaune asked in bewilderment.

"It's also a customizable high impact sniper rifle." Ruby explained.

"What?" Jaune asked.

"It's also a gun." She simplified.

"Oh, that cool." Said Jaune.

"So what do you got?" Ruby asked.

"Oh, well I've got this sword." Jaune said pulling it and it's sheath from his waist.

"Ooooooooooh." Went Ruby.

"Nothing beats the classics." Ben noted.

"I've got a shield too." Jaune said, hitting a button on the inside of the sheath, which unfolded into a white shield with two gold arches painted on the front.

"So what do they do?" Ruby asked, reaching out to touch the shield, which went haywire for some reason rapidly expanding and collapsing which caused it to jump out of Jaune's hands.

"Well, the shield gets smaller, so when I get tired of carrying it, I can just put it away." Jaune said in a somewhat embarrassed tone.

"But, wouldn't it weigh the same?" Ruby asked.

"Yeah, it does." Jaune said disappointedly. Ben guessed Jaune felt a little overshadowed by Ruby's amazing gun scythe.

"Well, I'm kind of a dork when it comes to weapons, I might have gone a little overboard in designing it." Ruby admitted.

"Wait, you made that!?" Jaune asked astounded. Ben felt the exact same way.

"Of course, all students at signal forge their own weapons." Ruby explained. "Didn't you make yours?"

"It's a hand-me-down, My great-great-grandfather used it to fight in the war." Said Jaune.

"Sound more like a family heirloom to me." Said Ruby.

"Jaune I speak from experience when I say, it's not the weapon, it's how you use it." Ben said, trying to cheer him up. Jaune considered Ben words for a moment.

"Yeah, I guess." He admitted.

"So, why did you help us out back there?" Ruby asked.

"Why not, my mom always said 'stranger are just friends you haven't met yet'." Jaune said.

"So, do either of you two know where we are going?" Ben asked, realizing they had been walking aimlessly for the past few minuets.

"Me? I was just following you two." Jaune said. Ruby looked around, trying to find some thing that look familiar.

"You think there might be a directory, maybe a food court?" Jaune asked causing Ruby to giggle. Ben sighed. "Some sort of recognizable land mark?" Ruby snorted.

"Is that a no?" Jaune asked.

"That's a no." Ruby confirmed.


	4. Chapter Three: Fire meets Fire

**Feedback on fight scenes is most welcome**

Chapter 3: Fire meets Fire

After wondering around aimlessly for over half an hour, Ruby, Jaune, and Ben final found their way to Beacon's amphitheater, a large glass dome structure with raised bleachers arranged in a circle around a circular stage with wooden a tall backdrop with blue lights. The theater was packed with, presumably, freshman students, all of them talking to each other.

"Ruby! Ben!" called Yang from the middle of the crowd. "I saved you two a spot."

"Oh, we have to go! I'll talk to you later." Ruby said to Jaune as she grabbed Ben's arm and began pulling him.

"Ok… I guess I'll see you later Jaune." Ben said as he was being pulled away, noticing that Ruby was a lot stronger than her small size suggested.

"Hey, wait." Jaune called after them. "Great, now where am I going to find a nice quirky girl to talk to?" he ask aloud.

"So, how what's the first day been like for you two?" Yang asked as Ruby and Ben got close.

"You mean since you ditched me and I exploded?" Ruby said harshly.

"Ouch, meltdown already huh?" Yang asked.

"No I mean I literally exploded a hole in the front of the school." Ruby said.

"It's True." Was all Ben could say. Yang gave a quizzical look.

"Are you being sarcastic?" she asked.

"I wish. I tripped over some crabby girls luggage and then she yelled at me, and then I sneezed, and then I exploded, and then she yelled again, and I felt really, REALLY bad, and I just wanted her to stop yelling at me." Ruby explained, her voice cracking a little near the end.

"YOU!" exclaimed Weiss who had walked up behind them. Her out burst startled Ben and caused Ruby to actually jump into Yang's arms, who was now holding her little sister bridal style.

"Oh god, it's happening again." Ruby cried.

"You're lucky we weren't blown off the side of the cliff." Weiss stated.

"Oh my god, you really exploded." Yang said dumbfounded.

"It was an accident, it was an accident." Ruby tried to explain as she hopped out of her sister's arms. Weiss then held up a small pamphlet with the words "Dust for Dummies" written at the top.

"What's this?" Ruby asked.

"The Schnee Dust Company is not responsible for any injuries or damages sustained while operating a Schnee Dust Company product. Although not mandatory, the Schnee Family highly encourages their customers to read and familiarize themselves with this easy-to-follow guide to Dust application and practice in the field." Weiss rattled off. Ben wondered how long it took for her to memorize that little disclaimer.

"Uh," was the only response ruby had.

"You really want to make things up to me?" Weiss asked.

"Absolutely." Ruby said.

"Not really." Ben said. Weiss just shot him a quick glare.

"Read this, and don't ever speak to me again." Weiss said shoving the pamphlet into Ruby's hands.

"Look, maybe you guys just got off on the wrong foot." Yang said, trying to play peacekeeper. "Why don't you start over and try to be friends." She suggested. While Ben didn't mind the idea, he was on the fence about it. Ruby on the other hand was completely open to it.

"Yeah great idea sis." Ruby said. She turned to Weiss and held out her hand. "Hello Weiss, I'm Ruby, wanna hang out, we can go shopping for school supplies?" she asked politely.

Weiss wasn't as kind. "Yeah! And we can paint our nails and try out clothes and talk about cute boys like tall, blond and... scraggly over there." She said in an overly sarcastic tone, hitching her thumb toward Jaune who took notice.

 _Ok it's official, I hate this girl._ Ben thought. Ruby was now just trying to be nice, and Weiss was throwing it back in her face. However, Ruby somehow remained clueless.

"Wow really?" she asked. Weiss face just contorted into a frown.

"No." she said simply, causing Ruby to slump over. Ben would have chewed Weiss out for this had the sound of someone clearing their throat over the PA system caught his attention. He looked to see both Ozpin and Glynda standing on the stage in the front of the theater.

"I'll keep this brief," Ozpin began. "You have traveled here today in search of knowledge-to hone your craft and acquire new skills-and when you have finished, you plan to dedicate your life to the protection of the people." He stopped for a moment and glanced around.

"But I look amongst you, and all I see is wasted energy, in need of purpose-direction. You assume knowledge will free you of this, but your time at this school will prove that knowledge can only carry you so far. It is up to you to take the first step." He finished, stepping away from the microphone. Glynda then stepped up and spoke.

"You will all gather in the ballroom tonight. Tomorrow your initiation begins, Be ready." She announced.

"Well, I'm pumped." Ben said sarcastically. He thought that with a school that was exclusive as this the students that got in would have already proven their dedication. But apparently not as the principle basically just told the entire freshmen class that they have been wasting their time up till this point.

"He seemed kind of, off." Yang said.

"It's almost like he wasn't even there." Ruby added.

"I'm a natural blond you know." Jaune said to Weiss, causing her to face palm. Ben didn't know weather to warn Jaune of how cold Weiss could be, or allow him to continue just to annoy her.

"Well if no one else has anything to add," yang said who then proceeded to grab both Ruby and Ben by the backs of their collars and began to quickly drag them out of the amphitheater.

"OW, Yang what are you doing?" Ruby asked, struggling to walk backwards so her sister wouldn't suffocate her. Both Jaune and Weiss watched with quizzical expressions as the three walked out of the theaters main doors and disappeared from view.

"What was that about?" Jaune asked aloud.

 _I feel like I'm being dragged around a lot lately._ Ben thought as Yang still had him by the collar. She continued to drag Ben and Ruby out to one of the open fields surrounding the school. The field had freshly cut, well kept grass and full grown strategically planted trees. After Yang had drug them both to the center of the field, did she finally let them go.

"Yang, what are we doing out here?" Ruby asked, straightening out her hood. Yang turned toward Ben.

"Ok green bean, no more waiting. I wanna see you shape shift." She said. Ben sighed a little.

"You know, you could have just asked me." He said. Yang shrugged.

"I wanted to make sure we wouldn't be disturbed." She responded. Ben rolled up his left sleeve and tapped the Omnitrix faceplate, which brought up the selection screen.

"Is that the thing that lets you transform?" Yang asked.

"Yep." Ben answered.

"How does that work?"

"You'll see." Ben said.

"Uh Ben, are you sure this is a good idea?" Ruby asked. Ben shrugged.

"Sooner or later everyone at this school will know, I just don't want to be swamped with questions right off the bat. Besides no one's around right now." He explained. He cycled through he selections carefully. He wanted to make sure that he didn't draw too much attention, which meant that Waybig and Humungousaur were out. He also needed one that would have a good first impression, so no Wildmutt or Rath. Ben scrolled through the selection screen until he found the appropriate form.

"You two might want to take a few steps back." Ben said. Both Ruby and Yang did so. Ben slid the Omnitrix's faceplate back and pressed the hourglass button. In a green flash Ben became a humanoid plant being. He had green "skin" with small red petals shaped like flames sticking out of his arms and shoulders. His hands were black with yellow fingers, and had holes in the palms of his hands. His head was red and yellow which resembled a flame, and he had two extensions on his neck, which resembled a high collar.

"Swampfire!" Ben cried, striking a heroic pose. Yang's jaw practically hit the ground. While she did believe Ben could shape shift, she didn't think it would be such a drastic transformation.

"Well, what do you think?" Ben asked.

"I think you look cool." Ruby said. "What do you think sis?" she asked Yang, who still had a dumbfounded look on her face. After a moment she responded.

"That is AWSOME!" Yang exclaimed. She circled around Ben, gazing up and down his form, taking note of every detail. "So what can this guy do?" She asked. Ben held up both of his hands and snapped his fingers. A medium sized fireball formed from Swampfire's hands, which he proceeded to juggle.

"You're a plant guy who shoots fire?" Yang asked, astonished.

"Yep." Ben responded.

"Uh," Ruby groaned, "What's that smell?" she asked, holding her nose. Yang sniffed the air.

"Oh god, your right. What is that?" Yang asked.

"Methane." Ben answered.

"You produce Methane?" Ruby asked.

'That's where I get my fire power." Ben said.

Yang shrugged, and them began to crack her knuckles. "Alright Mr. Stinkweed,"

"Swampfire" Ben corrected.

"Whatever, You got the look, but do you know how to move?" Yang challenged.

Ben smirked, "Oh believe me, I know how to move."

"Then I don't suppose you'll mind giving me a little demonstration." She asked, loosening up her shoulders. Ben considered for a moment. On the one hand he didn't want to hurt Yang out of fear of alienating Ruby. On the other hand Yang did look like a capable fighter, much more so than Ruby, who was awesome in her own right.

"Uh Yang, I'm not sure that this is a good idea." Ruby interjected.

"What? We're just having a little sparing match, we're not going to do too much damage. Right Ben?"

Ben contemplated for a few more seconds. "Alright, but no serious injuries, alright."

"Of course, I wouldn't want to hurt my little sisters first boyfriend." Yang said smugly. Ben just sighed, she was still on that. Ruby just hid her face under her hood and began to give Ben and her sister enough space.

Yang proceeded to take a few steps back until she was twenty feet away. "You ready Ben?" she asked.

"Sure, but where is your weapon?" Yang held up both of her arms. In a flicking motion, the two yellow bracelets on each arm expanded into gauntlets, covering her entire forearms. She struck a fighting pose and motioned for Ben to bring it on.

"Alright those are pretty cool." Ben said. "How much punch do they pack?"

Yang grinned. "Enough." With that both combatants charged at each other

Ben made the first move with a right hook which Yang blocked with her left arm and followed up with her own right hook to the left side of Ben torso. While he didn't really feel any pain as Swampfire, he could still tell that had a lot of power behind it. He swung his left fist toward Yang who ducked under and let lose a right punch to his side, and then a left to the center of his chest, just below the Omnitrix insignia. Ben was thrown a few feet backwards. He fell on his back and rolled onto his feet.

"Not bad." Ben stated.

"Thanks. And trust me it only gets better." Yang said. "But I hope for your sake you can do better than that."

"Oh don't worry, I can." Ben responded. He then pulled his right arm back, and shot it foreword. His arm stretched and Shot toward Yang, who jumped to the left.

"Whoa." Was all she had to say. Ben then whipped his arm to toward Yang, who grinned as she pulled her fists back, causing her gauntlets to make a sound like pumping a shotgun. Jamming her arms straight downward, red, kinetic force shot out of the gauntlets, propelling Yang over Ben's arm. As she landed she aimed her arms behind her and fired another round, propelling her straight toward Ben, who received a mean right cross to his lower left jaw, knocking him to the ground. Now it was his turn.

"Whoa."

"And there's more where that came from." Yang said, pumping her gauntlets again. Yang punched several the air several times, launching off several kinetic bullets. A few slammed into Ben.

 _Even at a distance, this girl knows how to hurt._ Ben thought. He turned, and started to run around Yang, trying to get in close. Yang kept up her barrage, blowing small holes in the ground trying to hit the moving Methanosian. Adjusting his strategy, Ben slammed his hands into the ground, causing a wall of thorned vines to erupt out of the ground, creating a makeshift cover.

Yang, who was taken aback by this, used this time to reload her gauntlets to use her explosive rounds. She then began to unload everything into the wall of wild foliage. Yang almost had the vines cut down when she felt something wrap around her feet. She looked down to see a few smaller vines anchoring her to the ground. Ben then leapt over the vines and ran straight for Yang.

 _Clever,_ she thought. Ben let loose a right punch, which Yang caught in her left hand. Both combatants then pulled back their remaining fists, and punched, with both fists colliding with each other. The amount of force generated not only freed Yang's feet, but also sent both parties flying backwards. Yang back-flipped in mid air and landed on her feet while Ben landed on his back. As Ben, began to stand up, Yang shook her hand, as that last move hurt a little.

"Whoo, I actually felt that one. You're not half ba-," Yang stopped when she saw that last attack had actually blown off Swampfire's left arm. She was about to either scream or start rapidly making numerous apologies, when four vines shot out of the arm stump. Said vines proceeded to wrap around each other, weaving in and out until they all formed together into a new arm. Yang just stared at the new appendage for a few seconds.

"You… can regrow your body parts." She said in shock.

"Well, I am a plant." Ben said. Yang let out a sigh of relief. Crippling someone for life was a terrible first impression.

"So I guess that also means that you haven't really been feeling my punches, have you?" Yang asked.

"Not really." Ben answered.

"Well that's good to know," Yang said as she brought both of her fists up, and slammed them together. Her bright golden hair than began to shine as if it were on fire, and move of it's own accord. "Because that means that I don't have to hold back."

"Yeah, but I still have to." Ben said; fearing this had just become a one sided fight.

"Aw, what's the matter Ben, scared to hit a girl?" Yang chuckled. "Don't worry about it. Trust me, I'm tougher than I look." Ben sighed, looked like he had to bring his A-game if he wanted to survive this.

Yang propelled herself foreword, and threw a right punch, which Ben dodged sideways of. Landing, Yang used her momentum to perform a spinning backfist, which Ben caught. Using both hands, he spun Yang around in a circle a few times before throwing her. She bounced against the ground once before landing on her feet twenty feet away. Yang pumped her gauntlets again and charged. Ben who was not for getting any more body parts punched off, thickened his arms with several extra vines, creating makeshift shields.

Yang began to lay into Ben, with punch after punch. Ben dodged what he could and blocked what he couldn't, all the while attempting his best rock-em sock-em robots impression and striking back whenever he could.

Eventually, Yang whittled away his shields and broke Ben's guard. She then proceeded to deliver a powerful uppercut straight to Ben's jaw, knocking him into the air. Trying something new, Ben stretched his arms downward, he dug his hands into the ground, effectively catching himself in midair. While standing on his elongated arms, Ben let fly several kicks, which Yang guarded against.

Yang jumped backward out of Ben's range, pumped her gauntlets, and fired on Ben's arms, cutting them down to size. Yang charged at Ben who was ready for her with freshly regenerated arms. Both threw punches at the same time, which collided with each other. Yang and Ben kept up their respective assaults, letting their fists continuously slam into the others. The dual was finally broke when Yang unloaded another bullet into Ben's right arm, blowing it off. She followed that up with a jab to his lower torso, firing again, launching Ben into a nearby-planted tree.

Yang shot toward Ben, intending to end the fight, but as she got close, Ben placed one of his hands on the tree, which then fused with it. Yang was caught off guard as one of the trees branches, somehow swing low, curl into what looked like a fist, and caught her right in the face, sending her back. Yang rolled along the ground for several feet before finally coming to a stop on her back. She dizzily got to her feet and look over to Ben, who detached himself from the tree,

"Gotta say, your not half bad." Yang complemented. "This is honestly one of the better fights I've had since…" she trailed off. Ben looked at her questioningly. She was looking over his head and behind him. He followed her line of sight to the tree branch he had used to knock her for a loop. Stuck to one of the smaller twigs was what looked like a few golden threads.

It took Ben only a few seconds to realize that they were strands of Yang's golden hair. It was then that he recalled what Ruby had told him earlier.

" _I'm pretty sure you two will get along just fine… as long as you don't touch her hair."_

Ben turned back to Yang. "Uh," he started. Yang's gaze shifted from the tree branch to him. Her lilac eyes had shifted to a deep crimson, the cocky grin she usually wore was replaced with a look of silent anger. "Sorry."

With a yell, Yang shot toward Ben faster than she had before. Without even giving him a chance to pull his arms up to block, Yang began emptying her gauntlets into Swampfires torso, blowing several holes in him and launching him backwards.

"Yang!" Ruby called from the sidelines attempting to get in between the two. This was bad, Yang usually never lets anyone who touches her hair get away unsacred.

Ben skidded to a halt laying face down on the ground. As the holes in his chest began to heal, he sat up to see if Yang had cooled down, but the scowl she had suggested otherwise. Yang slowly began walking toward Ben with every intention to 'finish it'. Ben, worried that the Omnitrix would soon time out, and doubting Yang wold pull her punches, dug his hand into the ground and caused several vines to pop out of the ground and constrict themselves around Yang.

Yang, still in her berserker state, began thrashing around wildly, attempting to uproot the vines, but with no success. She then attempted to try blasting her way out, but unfortunately she was out of ammo, and had no way to reload. With no way of fighting back, all she could do was shoot Ben an angry look.

Ben wondered how he was going to calm Yang down when Ruby got in-between them.

"Yang, it's okay, it was only a few strands, no one will ever notice." Ruby said in a soothing voice. "Remember what dad said about keeping your temper?" she asked the fiery, golden blond. "Remember, deep breaths." Ruby began breathing to demonstrate.

Yang observed Ruby for a few seconds, before closing her eyes and attempted to fallow her little sisters example. After a few quick, rough breaths, she slowly evened it out. Her hair ceased it's glowing and returned to it's natural state. When she opened her eyes, they were their usual lilac coloration.

"Okay, I'm cool now." Yang said.

"Sorry about that, I wasn't aiming for your hair." Ben said.

"It's okay, I'm sorry to, by the way, I know I can get a little sensitive about it, but if you had hair this beautiful, you would be too." Yang said with a wave of her head to show off her golden locks.

"So… think you could let me out?" She asked Ben, wiggling a little in the vines.

"Oh, right." Ben snapped his fingers, and all the plants released their grip on Yang, who began stretching her arms out.

"So my little… episode aside, I had a lot of fun. Nice job Ben, you're definitely going to do great here." Yang said, giving Ben a thumbs up. Before Ben could respond, the Omnitrix began beeping, and a few seconds later he changed back into himself.

"Thanks, I think I will like it here. At least I'll be at a place where everyone is learning to be a hero." Ben said. Yang gave him a questioning look.

"You don't have schools like Beacon on your world?" she asked. Ben shook his head.

"No we don't, on my planet monsters and super villains have only started to show up over the last few years. Before then they were scarce enough to the point that no one noticed. And the few people who did notice were just written off as crazy." Ben answered.

"So then who protected your world before you?" Ruby asked.

"My grandfather, he was a plumber." Ben said. Yang cocked an eyebrow.

"So… he protected the world by making sure people got their hot and cold water running?" She asked confused.

"Actually no, the Plumbers are kind of like intergalactic police officers." Ben said.

"So then, where did they get the name from." Yang asked. Ben was about to answer when all three heard the sound of someone clearing their throat. They all turned to see Ms. Goodwitch stand on a nearby pathway, with her arms crossed, her foot tapping on the pavement, and a look of annoyance on her face.

"If the three of you are quite done, destroying our well-kept lawn," she started. Ben looked around and saw that the lawn had in fact, seen better days. With several smoking holes, and the plethora of vines that were forcefully grown out of the ground. "Professor Ozpin would like to see you in his office, Mr. Tennyson."

Ben glanced over to Ruby and Yang for a second and gave a shrug. He then began following Ms. Goodwitch as she led him to see Ozpin.

When they were out of earshot, yang looked over to Ruby.

"Wow he was right. She's nowhere near nice in person." Yang said. Ruby giggled.


	5. Chapter Four: Nightly Conversations

Chapter 4: Nightly Conversations and Morning Preparations

Ben was silent as he followed Glynda, who was walking ahead of him, as though she didn't want to be seen with him. She led Ben into the center of the campus, toward the tallest tower. As they approached, Ben stopped momentarily and gazed upward toward the several hundred foot tall clock tower.

"THIS, is professor Ozpin's office?" Ben asked astoundedly. "Must have a really great view."

"Mr. Tennyson." Glynda called, not even bothering to stop or even turn around, "Please to not lollygag." She said sternly. Ben rolled his eyes and ran to catch up. Upon entering the base of the tower, Ben saw a large set of elevator doors.

"Well that's a relief, I was afraid we were going to have to take the stairs." He joked. Glynda's only response was a glare as she pulled out a cardkey, and swiped it through a card slot next to the elevator doors. After a few moments the doors opened reveling a very spacious elevator decorated with red carpet on the floor and gear like designs on the walls.

Ben stepped inside, followed by Glynda who pushed one of the only two buttons on the wall, which was marked with an up arrow. The twin doors slid shut, and the elevator jolted upwards. Ben stood in silence for about a minute. He considered trying to start a conversation, but based on the way Ms. Goodwitch was acting towards him, he decided against it.

He took a glance over to her to find she was standing completely still, arms crossed, staring straight forward at her reflection in the elevator doors. And if her reflection was anything to go by she was not in a happy mood. Ben let out a little sigh, _I know she wasn't too thrilled about the lawn, but seriously, what s her deal?_ Ben thought to himself.

Before he could venture any guesses, the Elevator opened up to revile Professor Ozpin's office, and Ben's jaw hit the floor. The inside of the office was like the inner working of a clock. The room was circular, with a see through ceiling, as well as see through floor. Behind both were various spinning gears. On the far side of the room was a stylized desk, which sat in front of a large window, that doubled as a clock, facing the outside.

Standing in front of the window, gazing out at the spectacular view of the entire school grounds it provided, was Professor Ozpin. Glynda cleared her throat, which got Ozpin's attention. He turned to face them.

"Ah, Mr. Tennyson, so nice to see you again." He said with a soft smile. "Please, take a seat." He motioned to a chair that sat opposite his own.

"Don't mind if I do." Ben complied. Sitting in front of Ozpin's desk he took the time to notice that, like the rest of the room, the inside contained several interlocking gears and cogs, topped with a glass surface, which continually spun seemingly under their own power.

"You must really like watching clockworks, don't you?" Ben joked. Ozpin gave a small chuckle.

"They say that an office space reflects the owners personality."

"Then you must really not like to be late for appointments." Ben quipped.

"Indeed." Ozpin sat down in his chair, and folded his hands in front of his face, Glynda taking a place beside him. Both of them sat in awkward silence for about a minute, Ozpin's eyes focused on the desk, before Ben spoke up.

"So, you want to see me about something?"

"I did." Ozpin answered, looking him dead in the eye. "I wanted to fully explain Beacon's initiation process, and it's affect on each of the students."

"Ok." Ben was a little curious about why Ozpin took the time to talk to him specifically, and not with the rest of the freshmen, but he figured Ozpin would explain.

"You see," Ozpin began, "Tomorrow, all of the new students will be required to travel through a wooded area not far from here, called The Emerald Forest. It is during this initiation that their teams will be decided."

"Teams?" Ben asked.

"Yes, the students are grouped into teams of four. As you can imagine the teams that are made during this trial remain together for the rest of their tenure here." Ben looked down in thought. The idea of pairing off the students into teams sounded like a good idea, after all he witnessed firsthand how good both Ruby and Yang both were. The thought of them working together along with two other would render them practically unbeatable. Still he couldn't help but wonder exactly how they would be paired off, and what would happen if they were grouped with others who weren't as good as them.

"Alright, I think I got it, but why are you telling me this now and not tomorrow along with everyone else?" Ben asked.

"Well you see Benjamin, because of your current... situation, I thought it would be best if you weren't placed on a specific team." Ozpin told him. Ben gave him a quizzical look.

"I don't follow."

Ozpin quietly got up from his chair, and walked to the clock-window behind him.

"You see, Beacon academy uses a certain, quota system when selecting our students, to ensure no one is left out during initiation." he said calmly.

Ben's only response was "Uh...?". Glynda rolled her eyes.

"What Professor Ozpin means is we select enough students so they can easily form their teams of four. However with the addition of Miss Rose and yourself we are now one over our expected quota." She explained.

"More-over, you said that your cousin would be making attempts to retrieve you, didn't you?" Ozpin asked.

"I did say that." Ben confirmed.

"Then it would be best if you didn't make up the position of a team member if you going to leave eventually. As it would be irresponsible of us to ask you to remain here for our sake."

Ben thought about it for a second, "I guess that makes sense."

Ozpin sat back down in his chair. "Excellent, tomorrow while the other students are going through the initiation, Professor Goodwitch will escort you to your room."

"Wait, you mean I don't have to do the initiation?" Ben asked.

"That is correct."

"Uh, ok. Can I ask why?"

"As I said, the main reason the students go through this is to decide their teams."

"Ok but, don't I also need to test my mantel, or whatever. You know, prove that I can be here?" Ben asked. Ozpin smiled.

"Normally that would be the case, however, under these circumstances, I can just say I have confidence in your power and leave it at that."

"Well I don't mean to brag..." Ben said in an overly smug tone.

"Then it would be best if you were to avoid any unnecessary danger for the time being. You wouldn't want to attract any unwanted attention. Furthermore you are our guest, it would reflect poorly on our hospitality if you were injured in anyway."

Ben shrugged. "I wouldn't worry too much, I'm tougher than I look." Then he realized something.

"Wait, does that mean the initiation is going to be dangerous?" Ben asked. Ozpin's eyes shifted to his desk.

"There... is a certain risk involved, yes."

"And how dangerous are we talking here?" This time it was Glynda's gaze that shifted.

"There have been a few... incidents that have occurred in the past." Ozpin stated as delicately as he could. Ben stood up.

"And you're just going to continue putting these kids in danger for no reason?" Ben asked, frustrated. Glynda spoke up.

"The point of these initiations are to test the students strength and intelligence to see if they are capable of undergoing our curriculum."

"Oh don't give me that," Ben snapped at Glynda, shocking her. "You both saw how good Ruby is, and she is two years younger than everyone else here. And didn't you say you hand pick all of your students? So their good enough to be accepted, but if they fail some arbitrary test they could get kicked out on the first day, or worse."

Glynda would have responded, probably more angrily than she should have, but Ozpin raised his hand, silencing her.

"I understand your concern Ben, but I assure you this test is necessary." Ozpin said calmly.

"Really?" Ben asked. Ozpin nodded

"Think of it this way. As your time here will tell you, our world is a dangerous place. If we are to properly prepare our students to spend the rest of their lives traversing our world, hunting monsters and alike, then they must get accustomed to danger and hone their skills even further than they are now."

Ben looked down in thought. Ozpin continued.

"And do not assume that we are simply throwing the students into a hornets' nest. Safety is our prime concern here, we have taken several steps to reduce the danger as much as possible."

Ben sighed, while he didn't like the idea, this was a world different from his own, and the other students most likely knew what they were getting into. And as he said, if all the others were as good as Ruby, then they could probably handle themselves. Besides, the last time he tried to drastically alter how a world operates... it didn't end well.

"Alright, I guess that makes sense." Ben said.

"Excellent." Ben then looked Ozpin straight in the eye.

"But if anything goes wrong tomorrow, then you can forget about me just sitting on the sidelines." Ben stated firmly. Glynda tried to argue with him, but was silenced again by Ozpin.

"Understood." he simply said.

"Well if you have no more questions, I will keep you from Ms. Rose no longer." Ozpin said, with a small smile. Ben gave him a questioning look, and once he understood his meaning, let out a sigh. _'Great, now he thinks me and Ruby are a thing.'_ Ben thought. He turned and started to head toward the elevator, which Glynda had already opened.

"Oh and Ben," Ozpin said just before Ben stepped into the elevator.

"Yeah?" Ben answered.

"While I personally don't mind too much, I think our gardeners would appreciate if you reframed from destroying the lawn again." Ben gave a sheepish smile.

"Uh right. Sorry about that." He said.

"It's quite alright, just be mindful of collateral damage in the future." Ozpin said.

"That what everyone keeps telling me." Ben muttered under his breath as he step inside the elevator with Glynda, who pushed the down button and let the doors close.

After finding his way back to Ruby and Yang, Ben informed both of them what Ozpin wanted to talk to him about. When he told them about tomorrows initiation, he got different responses from both sisters.

"Sounds like fun." Yang had said, cracking her knuckles.

"I hope I make a good first impression." Ruby said worriedly. After reassuring that she had already done so, Ben warned both Ruby and Yang to be careful. Then once Yang made another joke about Ben and Ruby being a couple, the three proceeded to talk until sundown.

Once night came around, all of the students gathered in the Ballroom as instructed. Cots had been set up for everyone to sleep on, with girls on one side and boys on the other. The room was dimly lit as a few students talked quietly amongst themselves, while others had already fallen asleep. Ben was laying down with his jacket on the foot of his cot, while he starred straight at the ceiling, contemplating about what Ozpin had told him.

 _'Think of it this way. As your time here will tell you, our world is a dangerous place. If we are to properly prepare our students to spend the rest of their lives traversing our world, hunting monsters and alike, then they must get accustomed to danger and hone their skills even further than they are now'._

While Ben could see the logic in that, something about that just rubbed him the wrong way. Ben knew that there had been times back home, where he wished for something to happen, just to alleviate his boredom. But still, he always had at least someone he could trust watching his back. And, while he didn't always show it, he always took into consideration the advice he got from Gwen or Grandpa Max, namely you shouldn't go looking for trouble.

More to the point, was this really the best way to decide teams. What would happen if the teams were mismatched? Would they get kicked out if they refused to get along with one another? What would happen to an arguing team in the middle of tomorrows test? Ozpin never went into any details of what they were supposed to do. And didn't Ruby mention a race of monster that lived on this world, what were they called again?

"Uh, excuse me?" Ben was brought out of his thoughts by Jaune, who was in his light-blue, full body pajamas.

"Do you mind?" Jaune asked, pointing to an empty cot next to Ben's.

"Go right ahead." Ben told him.

"Thanks." Jaune said. As he stretched out on his cot, Ben noticed something about his PJ's.

"Dude, bunny slippers, seriously?" Ben asked him. Jaune groaned.

"They were a gift from my granny, my mom insisted I bring them." he explained. Ben could sympathize, there were plenty of times his mother embarrassed him.

"So uh, where did you and Ruby run off to?" Jaune asked.

"Oh, her sister just wanted to show us around." Ben said, turning his head away from Jaune so he wouldn't see Ben's left eye twitch.

"Huh, you sure it wasn't for something else?" Jaune asked nervously. Ben's eyes widened slightly.

"What do you mean?" Ben asked feigning innocence.

"Well, after you and Ruby left, I went to find out why you all were in a hurry," Ben could feel his heart sinking into his stomach. "And when I found you guys, you were... a little different." Jaune said.

Ben let out a nervous laugh. "Yeah, there's a reason for that."

"Care to enlighten me?" Jaune asked. Ben glanced around, making sure nobody close to them was listening.

"Promise you won't freak out?" Ben asked.

"I promise to try not to." Jaune said.

Ben made one more quick glance around before leaning towards Jaune.

"I'm an alien." Ben said. Jaune's face was priceless. Ben could almost see the gears in Jaune's head fall out of place as he tried processing what he had just been told.

"Well that... explains a lot." Jaune said.

"You're not going to question this?" Ben asked. He was honestly surprised how easily everyone was just accepting of the fact that a person not of their own planet was just walking around.

"Not really." Jaune responded. "I mean, part of me is a little suspicious, but honestly, I'm so shocked right now you could tell me you're the boogieman and I'll believe you."

"Well, I assure you, I am not the monster in your closet." Ben joked.

"So... mind if I ask what you're doing on our planet? You're not here to steal our brains or something, are you?" Jaune asked. Ben rolled his eyes.

"No I'm not here to steal anyone's brain. And that's a misconception by the way." Ben said. "I'm actually here by accident." Jaune gave Ben a confused look.

"What did you crash your spaceship here? Wait, why do aliens always seem to crash their ships?"

"Ok first, no I didn't get here by a spaceship. My cousin sent me here using magic. Second, they don't ALWAYS crash. And when they do, it usually has something to do with the planets magnetic field." Ben explained.

"So now there's magic?" Jaune asked.

"Yeah, that surprised me when I first found out to." Ben agreed. "Anyway, she was trying to open a magic door to an entire dimension made of magic, and accidently sent me here."

Jaune's mouth just hung open as he tried to grasp the concepts he had just been told. not only did aliens exist, but also others dimensions made of magic. Ben chuckled and Jaune's expression.

"So, you want me to continue to blow your mind, or have you had enough for now?" Ben asked.

"I-I think I can take a little more." Jaune stuttered. "So how did you... change like that?"

Ben held up his left wrist. "See this little device? It's called the Omnitrix. It rearranges my DNA to turn me into other aliens."

Jaune just looked at the Omnitrix. "That little thing, can do all that?" Ben shrugged.

"You would be surprised how often something small turns out to be extremely powerful."

"So, how many other aliens can you change into?" Jaune asked.

"Let's just say a lot." Ben said cryptically, figuring Jaune's head was already hurting.

"So what are you going to do while you're on our planet." Jaune fallowed up.

Ben smiled. "Well, I'm only here until my cousin tracks me down. But until then, pretty much what I've always done, use my powers to help people."

"So... you're like a superhero?"

"No. I AM a superhero." Ben stated firmly. Jaune laid down flat on his cot and stared directly at the ceiling.

"Wow." Was all he could say. Jaune always wanted to be a hero. To be that one person standing between innocent people and whatever villain or monster threatening to hurt them. And now here he was, at a school that trains people to become heroes, talking to someone from another world, who was everything he wished he could be. That thought however did bring one other question to mind.

"So how did you end up at Beacon?" Jaune asked.

"Well..." Ben started.

"OH, NOT YOU AGAIN!"

Both Ben and Jaune looked around the room to find the source of that outburst, which sounded as though it came from the girls side of the room. It didn't take Ben long to see Ruby and Yang on the other side of the room in their PJ's talking, or rather arguing with Weiss, while that girl with black hair, who they had met right after arriving at Beacon, was sitting against the far wall. A lit, three pronged candelabra providing light so she could read the book she had in her hands. However the chances of her getting to do so quickly dwindled as Yang and Weiss barked at each other.

"Shh, Yang she's right, people are trying to sleep." Ruby said trying to break up the scene.

"Oh, now you're on my side." Weiss huffed.

"I was always on your side." Ruby defended.

"Yeah, what's your problem with my sister, she's only trying to be nice." Yang asked angrily.

"She's a hazard to my health!" Weiss stated while stamping her foot.

Ben sighed. "I think that's a story I'll leave for another day." He told Jaune. And with that, Ben turned over on his side and closed his eyes.

Yang had always been a morning person. She never knew why she always woke up at dawn, but she never really complained about it that much. Although she was fond of her uncle Crow's theory, that the mere act of the sun rising was what woke, to use his own words, his little ray of sunshine.

Yang sat up on her cot, stretching her arms over her head. She looked over to Ruby, who was sleeping in the cot next to hers. She looked so adorable cuddling her dog-head pillow. Her PJ's consisted of a black tank top with a hearts shaped wolf in the center, long white pants with rose decorations, and a black sleep mask with two red eyes stitched on the outside.

"Ruby." Yang said gently, lightly shaking her little sister awake. "Time to wake up." Ruby's only response was a light grumble as she shifted in her sleep, holding her pillow tighter.

Yang rolled her eyes. In stark contrast to the Blond Brawler, Ruby usually slept in.

"Come on Ruby, today starts our first official day at Beacon. Don't want to start on a sleepy note, do you?" Yang asked, nudging Ruby a little harder. This was responded with Ruby lazily swatting her sisters hand away with a moan.

"Five more minutes." She whined. Yang let out a sigh, guess she was going to have to do this the hard way. She grabbed her own pillow, and proceeded to lightly beat Ruby with it.

"Ow, Yang, knock it off!" Ruby half shouted, curling up into a ball.

"Wake up. Wake up. Wake up." Yang repeated, punctuating each with a pillow smack.

"All Right, all right, I'm up." Ruby said, sitting up. She pulled off her sleep mask and looked around. Aside from a few other early birds, everyone else was still asleep. Ruby groaned.

"Why?" She asked.

"You gotta make a good first impression on your first day." Yang said with a shrug.

"But I already did that." Ruby complained. "That's how I got here in the first place."

"Well then, you better fallow up on that." Said Yang. "Now come on, let's go wake your boyfriend up."

Ruby scowled. "He's NOT my boyfriend!"

"If you say so." Yang said dismissively. She hopped off of her cot and headed over to the boy's side, followed closely behind by Ruby. She found the cot Ben was sleeping in and stood over him.

"Hey green jeans, rise and shine." She said, using her foot to shake the cot. Ben's only response was a snore.

"Come on Yang, let him sleep." Ruby said. Yang paid little attention to her and thought for a moment. She then got an evil looking grin on her face and began cracking her knuckles.

"Oh, Yang don't" Ruby pleaded, knowing exactly where her older sisters train of thought was going. Ignoring Ruby's plea, Yang carefully reached down, grabbed the edge of Ben's cot, and flipped it over on its side. As Ben started picking himself up after being so rudely awaken, Yang began to laugh.

"OW!" Ben exclaimed, standing up. He glared at Yang. "What was that for?"

"You wouldn't wake up." She said simply in-between laughing.

"Did you really have to throw me out sleep?"

"Maybe not, but it was the quickest way to get you moving." Yang said. Ben grumbled and rubbed the back of his skull.

"I think I fell on my head."

"Ah, you're a big boy, you'll walk it off." She dismissed. "Now you two get washed and dressed, I'll meet up with you at breakfast. I've got to comb out my bed head before anyone else sees." Ben cocked an eyebrow.

"Really, it looks the same to me." He said. Yang answered with a pouty glare. She turned and walked away, while reaching back and pulling her golden mane in front of her.

"Forgive him babies, he knows not what he says." She cooed. Ben glanced at Ruby.

"Is she always like this?" Ruby sighed.

"Only in the morning."

After breakfast, the three headed to the locker room. Each student was assigned a locker on the previous day, where they were able to store their weapons. As an added bonus, the lockers were actually rocket propelled capable of being sent to any desired location, or be summoned via a touchpad device called a 'Scroll' that was also handed out to every student.

As Ruby pulled Crescent Rose out of her locker, Yang took notice of her demeanor.

"Well you seem awfully cheerful this morning." Ruby smiled

"Yep, no more awkward small talk, or getting to know you stuff. Now I can let my sweetheart do the talking." She said, actually cuddling the high tech sniper-scythe.

"You have the safety turned on, right?" Ben asked.

"Aw, my baby would never hurt me." Ruby answered.

"Well remember Ruby, you're not the only one going through initiation. If you want to grow up you're going to have to meet new people, and learn to work together." Yang explained.

"Uhhhh, you sound like dad." Ruby groaned. "Okay, first of all, what does meeting people have to do with fighting? And secondly, I don't need people to help me grow up, I drink milk."

"Hardcore." Ben joked.

"But what about when we form teams?" Yang asked. Ruby turned away.

"Oh, I don't know maybe I'll just be on your team, or something." She said quietly. Yang began playing with her hair.

"Maybe you should try being on someone else's team." she suggested. Ruby pulled a 180 at this.

"My dearest sister Yang, are you implying that do not wish to be on the same team as me?" She demanded.

"That might be a good idea." Ben interjected. "Believe it or not, there have been times when I've needed help from someone. It's always a good idea to have a few extra eyes watching your back, and you can't expect Yang to always be there." Ruby rounded on him.

"So what, I shouldn't be paired with my own sister?" She asked

"No, it's just, this is a good opportunity to help you break out of your shell." Ben said.

"What the- I don't need to break out of my shell, that is absolutely-"

"Ridicules." The three's attention was drawn to Jaune who was wandering down the rows of lockers, looking at a paper he had.

"There is no way I put my gear in locker 636 yesterday. I would've had to remember having to count that high." he said. "Why does this have to happen today?" he kept walking, passing by Weiss who was talking with another girl.

"So Pyrrha, have you given any thought as to who's team you would like to be on?" Weiss asked the girl next to her.

The girl, Pyrrha, was tall with red hair drawn into a waist length pony-tail, green eyes, and had a very muscular build. Her outfit had a very roman gladiator feel to it with a light-brown strapless top, elbow length gloves with a metal arm guard on her left, thigh-high gold armor leggings, dark brown, high-heeled boots, a bronze circlet headdress with a bronze gorget around her neck, and a red mini-skirt with an ankle length drapery on her right side.

Her weapon, which was strapped to her back, consisted of a medium length red and gold colored javelin, and circular shield, with two indentations on either side.

"I'm sure everyone is eager to team up with such a strong, well known, individual, such as yourself." Weiss continued. Pyrrha thought for a moment.

"Hm, I'm not quite sure. I was planning to let the chips fall where they may." She said.

"Well, I was thinking maybe we could be on a team together." Weiss said, actually shocking Ben. So she did know how to be polite.

"Well that sounds grand." Pyrrha told her. And just like that Ben felt so sorry for Pyrrha, and was half tempted to tell her what she was getting into. However Jaune beat him to it.

"You want to know what else is great, me." he said to Weiss, leaning against a locker between her and Pyrrha. "Jaune Arc, nice to meet you."

' _Smooth_ ' Ben thought.

"You again." Weiss said, crossing her arm.

"Nice to meet you Jaune." Pyrrha said eagerly.

"Yeah, yeah." He said to Pyrrha, almost dismissing her completely. "So Weiss, couldn't help but overhear your fondness of me yesterday." He said striking a pose, causing Weiss to face palm.

"Oh you have got to be kidding me." She said.

"Oh don't worry, no need to be embarrassed. So been hearing rumors about teams, and I was thinking you and me would make a good one. What do you say?"

Pyrrha spoke up. "Actually, I think the teams are comprised of four students each, so..."

"You don't say." Jaune interrupted. "Well hot stuff, play your cards right and you could end up on the winning team." He said to Pyrrha, who looked please by this prospect. Weiss however was not pleased by this as she forced her way in between Jaune and Pyrrha.

"Jaune, is it? Do you have any idea who you're talking to?" she asked, motioning to Pyrrha.

"Not in the slightest, snow angel." He said, causing Ben, Ruby, and Yang to face palm.

"This is Pyrrha Nikos." She introduced.

"Hello again." Pyrrha said with a wave.

"Pyrrha graduated top of her class at Sanctum." Weiss explained.

"Never heard of it." Jaune said, shocking Weiss.

"She's won the Mistral regional tournament four years in a row, a new record." Weiss continued.

"The what?"

"She on the front of every Pumpkin Pete's Marshmallow Flakes box!" She exclaimed. Jaune gasped.

"That's you! They only do that for star athletes and cartoon characters."

' _Really! That's what impresses you?_ ' Ben thought.

"Yeah, it was pretty cool. Sadly the cereal isn't very good for you." Pyrrha confirmed.

"So, after hearing all of this, do you really think you are in a position to ask her to be on your team?" Weiss asked.

"I guess not, sorry." Jaune said, sounding depressed.

"Actually Jaune, I think you'd make a great leader." Pyrrha encouraged.

"Oh, stop it." Jaune said embarrassed.

"Yes, seriously, stop it." Weiss said. "This kind of behavior should not be encouraged."

"Sounds like Pyrrha is on board for team Jaune. Spots are filling up quick. Now I'm not supposed to do this, but maybe I could pull some strings, find a place for you, what do you say?" He asked Weiss.

"Alright that's a bit too close." Weiss said, stepping away. "Pyrrha a little help please?"

Pyrrha did in fact help Weiss, by pulling out her Javelin and using it to pin Jaune wall by his hood, the far wall.

"I'm sorry." she told him. Before anyone could say anything else, the intercom came on.

"Would all first year students please report to Beacon cliffs for initiation." Glynda's voice rang through the locker room. "Again all first year students report to Beacon cliffs immediately."

Pyrrha walked over to Jaune and pulled her Javelin free of the wall, and Jaune's hood. Jaune then just slid down until he was sitting on the floor.

"It was nice meeting you." She told him with a smile.

"Likewise." He said sighing. As Pyrrha and Weiss left, Ruby, Ben, and Yang went over to Jaune.

"Having some trouble there lady-killer?" Yang teased.

"I don't understand. My dad said all women look for is confidence, where did I go wrong?"

"You lost it right around snow angel." Ben told him, helping him to his feet.

"Come on Jaune, let's go." Ruby said, helping Ben carry the limping boy out of the locker room.

The cliffs where they were told to meet were located on the far most edge of the southern school grounds. And true to its name, it was in fact a tall cliff face with a lush forest of trees down below. The dense thicket obscuring any hope of seeing the ground.

The students were all lined up, standing on small, square, metal platforms, save for Ben who was standing next to Professor Ozpin and Glynda, as per their instructions.

"For years you have trained to become warriors, and today your abilities will be evaluated in the Emerald Forest." Ozpin told the others in his usual even tone.

"Now I'm sure a few of you have heard rumors of the assignment of teams." Glynda continued. "Well allow us to put an end to your confusion. Each of you will be given team mates... today." She confirmed. Ben saw Ruby's face become a little worried. It was Ozpin's turn to speak.

"These team mates will be with you for the rest of your time here at Beacon. So it is in your best interests to be paired with someone with whom you can work well."

Ben heard a small groan from Ruby, and he couldn't say he didn't understand why. So now they were going to let the students decide their teams, despite the fact that not everyone knew each other.

Ozpin continued, "That being said, the first person you make eye contact with after landing will be your partner for the next four years."

"What!" Ruby squeaked.

"And you're positive that's the best idea?" Ben actually asked out loud. But a glare from Glynda kept him from saying anything else.

"After you've partnered up, make your way to the northern end of the forest. You will meet opposition along the way. Do not hesitate to destroy everything in your path, or you will die."

Ben was shocked. So there were two possibilities here. Either A; Ozpin had lied to Ben yesterday about the safety procedures about this test. Or B; Ozpin was playing up the danger for everyone else. The only thing that kept Ben from trying to stop this whole entire thing was the times he had seen both Ruby and Yang in action.

"You will be monitored and graded for the duration of the initiation, but our instructors will not intervene." Ozpin explained.

' _Yeah, but that doesn't mean I won't_ ' Ben thought.

"You will find an abandoned temple at the end of the path, containing several relics. Each pair must choose one, and return to the top of the cliff. Are there any questions?" Ozpin asked.

' _Yeah I've got one, ARE YOU INSANE?_ ' Ben practically screamed in his head.

"Uh yeah, I've got one." Jaune said.

"Good, now, take your positions." Ozpin told them, as though he didn't hear Jaune. Everyone on the metal platforms braced themselves.

"Uh sir, I've got a question." Jaune repeated. Before he could ask it however, the metal platform that Weiss was standing on, at the very other end of the row, sporadically flipped upward, catapulting her off the cliff, into the forest below. Ben's jaw dropped. THAT'S how they were getting into the forest? He had thought that there was a trail they were going to climb down, or a ship that was going to drop them off. But THIS! And yet none of the other student were bothered by this as none of them made any attempts to get off their platform.

"Uh, never mind." Jaune said.

Ben watched as one by one the other students were flung off the cliff. Some of them even seemed excited as they flew. Before Yang was shot into the air, she gave a wink to Ruby, and pulled out a pair of sun glasses and put them on. Next was Ruby, who pulled out Crescent Rose, and aimed it directly in front of her. And lastly there was Jaune, who was shaking slightly right before he was catapulted like the rest.

And then there was three. Ben watched all the other fall until they disappeared in the tree tops.

"I know what you're thinking." Ozpin said. Ben looked at him.

"Oh really?"

"You are thinking that I mislead you about the danger of this trial."

"Ya think" Ben said. "Look I get you need to make this a challenge for them, but don't you think that this," he motioned toward the metal platforms, "Was just a little needlessly dangerous?"

"Have no fear Benjamin." Ozpin said. "Falls like this are commonplace for hunters and huntresses. They will be fine."

Ben gazed out toward the forest again. "But aside from that, you really want to leave the team ups to chance. And about that 'destroy everything in your path' line, exactly what's out there that's going to try and kill them?" Ozpin's gaze also shifted outward over the forest.

"The creatures of Grimm." He stated. That name sounded familiar to Ben. He remembered Ruby telling him a little about them yesterday.

"What are they exactly?" He asked.

Soulless abominations, creatures of destruction, some believe them to be the manifestations of the worst of humanity." Ozpin said.

Ben got worried. "Do you know how many Grimms are out there?" he asked. Ozpin shook his head.

"No" he said simply. There was a long moment of silence.

"Well while the other are busy, Glynda, why don't you show Mr. Tennyson to his room." Ozpin said.

"Of course, professor." she answered. "Come along, Mr. Tennyson."

Ben looked out off the cliff for another few seconds, before fallowing Glynda.

Ben had not taken five steps toward the school before he heard it. The distinctive sound of someone's scream, echoing over the forest. As if on reflex, Ben brought the Omnitrix up to his face, quickly cycled through the selection, and slammed down on the activation button the instant he saw his choice.

"Stinkfly!" He cried as the green transformation flash died down, replacing the sixteen year old with a human sized insect with four legs attached to a long black and white colored body, with two claw like hands, four eyestalks, a large barbed tail, and two insect wings.

Crouching low, Ben began beating his wings as fast as he could, before rocketing upward, and then out toward the Emerald Forest.

"Mr. Tennyson!" Glynda called out after him. But Ozpin held up his hand.

"No, let him go." He said calmly, something that aggravated her. She sighed and fallowed Ben with her sight.

"That boy has a real problem with authority." She stated.

"Indeed." Ozpin confirmed. "Now let's see where it takes him."


	6. Chapter Five: Forest Fire Fights

**I'm very sorry about the long wait. I could go on a long explanation about how getting a new job, the Holidays, and getting sick TWICE has prevented me from posting. I COULD, but I won't. I'll admit it, I dropped the ball. There were plenty of opportunities to work on this, but I simply chose not to. That being said you will NEVER have to worry about me giving up on a story. I'm lazy, but not a quitter.**

Chapter Five: Forest Fire Fights

Over the Emerald Forest Ben soared, flying low just above the tree tops. His four tube-like eye stalks frantically shifting scanning every direction, searching for his fellow classmates, and the source of that scream. However, the thicket of trees was too dense to see anything.

 _'Gotta get closer'_ Ben thought to himself, and proceeded to dive into the underbrush. Slowing his speed considerably as to not plow into any trees, but still maintaining a quick pace, he continued his search.

"Ruby! Yang!" Ben called out in Stinkfly's raspy high-pitched voice. While a small part of him worried that some of the other students might end up finding him first, the rest of him didn't care. The only thing he was feeling right now was concern for the girls, as well as an increasing anger at Ozpin.

Was this REALLY the only was accurately test these kids? Dropping... no, LAUNCHING them into a forest full of deadly monsters, with only their own skills and a small amount of advice to defend themselves. And while Ruby and Yang could both fight, what about someone like Jaune? While Ben's first impression of him was that of a likeable, if a little awkward, guy; Ben didn't really see him as the strongest. And Jaune looked a little worried before he was catapulted, making Ben doubt Ozpin's word that the kids here were 'used to this', making him even MORE upset.

Ben shook his head, him getting angry wasn't going to help him. However he did make a mental note to have a long talk to Ozpin later.

He continued onward, eventually ending up in a large circular clearing, about a hundred feet wide, which he landed in to get his bearings. He was sure he had flown past where the other had landed, but he had no idea how fast they were, nor did he know which directions they took off in. And in his hurry he had forgotten which direction that first scream came from.

As Ben thought for a moment about going XLR8, and combing the entire forest, a soft rustling sound at the edge of the clearing got his attention. He faced his eyestalks toward the sound to see a bush gently shaking.

"Ruby?" Ben asked, hovering over to the clearings edge. "Yang? It's me, Ben." he clarified, realizing neither of them had ever seen a Lepidopterran before. However, his clarification was only met with silence. Ben hovered a little closer to see if it was just the wind or a rabbit that caused the rustling, but that's when he heard it.

A low growl, like that of a dog, came from the bushes. Then a pair blood red eyes snapped open, deep inside the leaves. Ben, startled by this, then immediately banked to the right as the thing leapt out at him. Ben managed to narrowly avoid the thing and turned to face it.

The thing looked like a monster. It resembled a werewolf, with long arms. It had fur as black as coal, with several white, bone-like spikes protruding out of its arms and spine. Its head looked to be encased inside a skull, which had several red markings on it.

The creature turned to face him, standing on its hind legs. It let loose a growl as it bared its sharp fangs at the alien, its human like hands flexing its fingers, as if displaying its three inch claws.

 _'Is this thing a creature of Grimm?'_ Ben asked himself, studying the lycanthrope while levitating higher into the air for safety. _'It does look intimidating, but I don't think it's that strong.'_

However at that moment, the wolf-beast suddenly launched itself off the ground with its powerful hind legs, arriving at the same height as Stinkfly. While Ben was shocked that it had that kind of jumping ability, he quickly snapped out of his daze as it brought its right claw back to take a swipe at him.

Ben dropped low just in time to dodge, and then took off flying underneath the werewolf, staying low to the ground. After landing, the beast gave chase to the giant insect, running on all fours. Stinkfly looked back and saw that the wolf was tailing him, and keeping good pace as well. Wanting to shake it off, Ben began shooting dark-green globs of mucus-like goo out of his eyestalks, hoping they would cause it to slip or get stuck in them.

The creature, however was not very inconvenienced as it began to nimbly bob and weave in between the bullets of slime. After closing some of the distance, the beast kicked off the ground with all four of its limbs, propelling it, not up, but forward; closing the remaining distance and landing directly below Ben. Continuing to use its limbs creatively, the beast kicked off the ground again, this time pointed upward, its maw outstretched attempting to bite into the hero.

Ben managed to stop in time and fly backwards just enough to dodge. But the wolf continued to fly into the air until hitting the apex of its jump. While in midair, the wolf twisted itself around so it was now facing downward, its claws fully extended as it fell towards Stinkfly.

Reacting the best he could, Ben stretched his own arms out to intercept the wolfs. While Ben did manage to catch the wolfs claws, the force of its weight rolled Ben onto his back in midair. Unable to properly beat his wings anymore, both combatants fell back to earth.

Ben was pinned, the wolf was on top of him and while Ben had both its claws restrained and managed to keep its body off him slightly by using his four legs, it was struggling as much as it could. Continuously snapping its jaws together; doing anything it could to close the last bit of distance between them so it could sink its teeth into him.

As Ben laid there, he was thinking frantically to come up with a way out of this situation. Reeling all four of his tube-like eyestalks back he shot a large amount of condensed slime, point blank into the wolf's face, hitting it with enough pressure to actually send the wolf flying off of him. It landed about thirty feet away, its head and upper torso completely covered in slime.

Ben managed to roll onto his front (proving to be slightly troublesome with his wings), and looked over to the creature. It was in the process of using its front claws to clear the goop encasing its head, all while shaking like a wet dog.

 _'Well I take back what I said about these thing not being strong'_ Ben thought. While Stinkfly was better suited for aerial combat, he had to admit the fact that this thing was keeping up with him so well was a little frightening.

After successfully shaking off the slime, the wolf growled and crouched low, as if preparing to pounce again. Ben likewise, began beating his wings but remained on the ground. It was clear that this thing wasn't going to stop until one of them was down for the count. While Ben normally had many inhibitions about that kind of thinking, he remembered what Ozpin had said about the Grimm. Mainly, that they were soulless monsters, 'creatures of destruction' he called them. And based on how this one was acting, that description was right on the money.

The wolf took one step closer, and Ben just barely lifted himself off the ground, tensing up a little while doing so. Normally he would simply just find a way to restrain this thing and take off. But in this case even if he did trap it, there would be a chance that someone else would come along and accidently set it free.

Ben NEVER liked the idea of killing anything. Just thinking of that time when he had almost ended Kevin while he was mad with power, made him sick. But, if what everyone said about the Grimm were true, that they were just mindless monsters that attacked everything they saw, that meant one thing. Ben didn't have to hold back.

As if on cue, the wolf then charged straight at Ben, running on all fours. Ben took off, flying low along the ground, right at the Grimm. As the two neared each other, the wolf launched itself off the ground, jumping twenty feet into the air. Ben flew upward, matching the Grimms altitude, as the both came within range of each other.

The wolf reared it's right claw back and swiped at Ben who banked left at the last second. Then, twisting around in the air, Ben angled his sharp triangular-shaped tail barb so it caught the wolf, dead center of its body. Ben let his momentum continue, putting all his strength into his tail which drove the razor-sharp barb straight through the wolf, completely severing it horizontally into two halves.

The wolf let out a soft whimper as both pieces of it fell to the ground. Ben immediately landed and looked at it. As both haves to the wolf laid dead on the ground, he noticed that neither half was bleeding. Then after a few seconds black smoke started pouring out of the open wounds, completely engulfing the severed corpse. When the smoke finally dissipated the body was gone, with not a drop of blood or black hair remaining.

Ben felt uneasy. While he had torn through entire armies in the past, they were usually composed of robots with very basic AI. And as for all his enemies, he figured out ways to restrain and contain them. While it was clear that this creature was not intelligent, it was alive. Then again, everyone else on this planet knew more about these things than Ben did at the moment and the consensus was that these creatures were monsters. Heck, even Ruby didn't seem bothered by the prospect of killing these things.

 _'I guess I'll have to do the same'_ Ben thought. _'At least until I know more about these things. Hopefully I'll be able to avoid any more until I find the others.'_

Just as Ben finished that thought, he mentally slapped himself. Great; he had just jinxed it. And indeed, that self beratement was warranted as a few seconds later he heard another low growl coming from the edge of the clearing. Ben looked over to where the growl was coming from to see a pair of burning red eyes peering at him from behind the foliage. And then another pair of eyes appeared next to the first. And then another, and then another.

Ben used his four eyes to scan the entire perimeter of the clearing, and saw red eyes glaring at him from all directions. He was surrounded. Then one by one, the Grimm slowly began walking into the clearing, each resembling the wolf like one Ben had just slain. They were moving on all fours as they slowly closed in.

Ben tensed up, by the looks of it there were at least around three dozen of them, and that was only if there weren't any more still hiding. The ones that were in the open began forming a small circle around him attempting to close off any escape. Each one of them kept low and glared at Ben, seemingly waiting for him to make the first move.

Then one of the wolfs to his left let out a loud bark, drawing his attention. But as Ben turned to face it, a wolf leapt at him from behind. Ben however expected this and angled one of his eyes to look behind him. Seeing the wolf coming, he angled his tail barb outward behind him and caught the wolf in midair, impaling it in the torso.

The wolf like the other let out a soft whimper and went limp. With a flick, Ben shook the wolf off his tail. It's body landed on the ground with a soft thud, before disappearing into smoke like the other.

With that, the rest of the pack charged at the giant insectoid, in an attempt to avenge their fallen comrade. Ben began beating his wings and launched off the ground. He held himself at twenty feet off the ground and looked downward. With a new perspective of the pack, he placed the total number of Grimm at forty.

 _'I know that they're wolfs, but do they really live in packs this big?'_ Ben wondered. However his thoughts were interrupted when the Grimm began leaping off the ground, in attempt to swat him out of the air. Amazingly, each Grimm was in fact able to reach Ben height and either tried swiping at him with their claws or biting him. Ben either dodged their attacks or sprayed them with slime as they neared him, forcing them back down to the ground.

 _'As much as I don't like to run from a fight, if I stay I might not have enough power left in the Omnitrix to look for the others.'_ Ben reasoned. He used slime to spray down the rest of the mid jump Grimm and attempted to fly away. But when he turned toward the sky and tried to ascend, he felt something tug him downward. Ben looked back to see one of the Grimm had gotten lucky and managed to grab hold of his tail barb.

Ben tried to quickly shake it off but its grip only tightened. He then aimed all his eyes at it, thinking a slime shower would get it off. That however was detrimental as he suddenly felt something slam into his back. Ben looked behind him to see another Grimm had managed to reach him. Said unwelcome passenger then used both arms to grab hold of Stinkflys wings.

With a cry of panic Ben fell back to earth, crashing into the middle of the pack. With that the Grimm began leaping onto him, all of them clawing and biting their downed pray.

Were someone on the outside looking at the brutal mauling, they would only see a large pile of Grimm attempting to attack some poor soul who was completely obscured, with a few of the monsters circling around, looking for an opening to try to feast.

However, something peculiar began to happen. From deep in the center of the pile of Grimm, bright green light began filtering through the crevices in between the Grimm. The light grew brighter and brighter until it seemed to eclipse the Grimm all together. Then all at once the light ceased and all the pile seemed to explode, sending the Grimm flying in every direction.

Where the pile once was now stood a six foot tall, muscular tiger looking humanoid with orange and black fur, four fingered hands with a six inch black claw on the back of each, green eyes, and the Omnitrix insignia dead center of his white fur covered chest.

"RATH!" Ben cried. He looked around, seeing all the Grimm picking themselves off the ground, and cracked his knuckles.

"LET ME TELL YOU SOMETHING LYCANTHROPE LIKE CREATURES OF GRIMM, SOULESS ABOMATIONS, IF YOU THINK YOUR BARKING IS GOING TO SCARE RATH UP A TREE, THEN YOU ARE SORELY MISTAKEN! ENPHASIS ON 'SORE'! AND IF I DO GO UP A TREE, THAT'S ONLY BECAUSE I'M GONNA UPROOT IT AND USE IT LIKE A ROLLED UP NEWSPAPER TO BEAT YOU WITH!" Rath boasted.

The pack of Grimm began circling around Rath, perhaps confused how their pray was able to shape shift or trying to size up their new challenge. One of the pack who was in front of Ben stood on its hind legs, stared down Ben, and let out a challenging snarl. As Ben let out a growl in response, a Grimm behind him saw an opening and leapt at his back.

Without even looking, Rath swung his right fist behind him, and caught the Grimm on the right half of its faced, breaking a few of its teeth and cracking its mask. The Grimm flew sideways through the rest of the pack who all moved out of the way to avoid being hit. After hitting the ground and rolling for several more the poor creature came to a sliding stop just outside the pack. It laid there for several seconds before it too vanished into smoke.

The rest of the Grimm stared at the spot where that one had just been before turning back to Ben. A few of the pack seemed to move back a few feet, but remained ready to pounce. Other tensed up in anxiety. The one who standing on two legs in front of Ben reared back and let lose a loud wolfs howl, prompting the rest of the pack to charge. In response Rath let out a roar and charged shoulder first into the oncoming Grimm.

The Grimm that collided with the oncoming Appoplexian felt as though they had just slammed into a brick wall as they were effortlessly thrown aside. Once Rath had reached the center of the pack he stopped and swung his muscular arms around him in a circle, knocking away several Grimm, giving him some space.

The Grimms assault did not stop however, as some began pouncing on Ben in groups from all directions. Ben stayed on his toes, either dodging the Grimm or using his fists to intercept them in mid-jump. One Grimm attempted to leap high into the air and come down directly on top of Rath, but Ben simply stuck his fist straight up, claw extended, and the wolf simply impaled itself. Before its body disappeared, Rath swung his arm, flinging the Grimm's body off his claw and into another Grimm.

Sensing another trying to attack from behind, Rath dodged left allowing the Grimm to fly past him. Ben then grabbed the Grimms left hind leg and proceeded to swing the creature around, using it as a bat to fend off its pack mates. Rath swung left and right, swatting away several other Grimm before throwing the creature into an oncoming group of three, sending them all flying to the edge of the clearing where they all slammed into the trees before dissipating.

With the pack number reduced to about thirty, the Grimm began backing off slightly, but still keeping the teeth and claws bared. They growled and snarled at each other, as if speaking to one another. Ben looked around, the Grimm were holding their ground at twenty feet away.

'WELL, IS THAT ALL YOU GOT?!" he challenged. In response, all the Grimm rushed him from all sides. Several leapt into the air while others ran forward, low on all fours. As the pack neared, Rath brought both his hands together over his head.

"TALPAEDEN GROUND POUND!" he roared, slamming his hands into the earth. The force of the blow caused several large chunks of earth to erupt around him. The uprising chunks of rock intercepted the air born Grimm, while the shockwave of the blow knocked back all the ones on the ground. Rath then punched the uprooted columns of rock sending them flying outwards, straight into the pack. The rocks slammed into several Grimm as they flew, taking out around twelve. Not wanting to lose ground, Rath charged at a group, claws fully extended and began slashing through the wolfs, one by one.

He had managed to cut down six more before he felt two others jump onto his back. The pair of Grimm reared back and sunk their sharp teeth into both of Raths shoulders. Letting out a growl of pain, Ben shook back and forth trying to shake them off. But that simply made them clamp down harder. Rath then reached back wrapped his arms around both Grimm the best he could.

"ALPHA CENTAURI BRAINBUSTER!" Rath leapt in the air while leaning back, looking as though he was attempting a back flip. When he angled in a way that the Grimm were directly between him and the ground, he shifted his weight downward, slamming into the earth. On impact, the Grimms body went limp shortly before disappearing.

Standing back up he turned to face the remaining Grimm, of which there were only ten. Five of them were assembled in a line, with the one in the center standing on its hind legs and his allies on all fours. Rath raised one of his eyebrows.

"WELL, ARE YOU JUST GOING TO STAND THER OR ARE YOU GONNA FIGHT?!" He demanded.

The lead Grimm snarled in response, and went down on all fours. Suddenly, with a burst of speed the Grimm was right in front of Rath. Swinging both of its claws upward, it caught Raths lower jaw. Ben was push back but remained upright. However, two more of the group also displaying incredible speed, appeared on both of Raths sides. They then, in unison, launched at Rath, slashing at him across his chest. With that the leader leapt into the air as the two remaining Grimm lunged at him at the same speed, also slashing at his chest. The leader then descended on Rath, bringing both its claws down on top of his head.

There was a moment of silence before a low growl escaped Raths throat. He then stared directly into the Grimms red, pupil less eyes, showing no trace of pain. The Grimms little combo attack didn't work. With a roar, Rath jammed his right claw into the Grimms gut. He then threw it with all his force into two who flanked him, sending them both flying. The two who double teamed him from the front watched their pack mates get taken out. Which distracted them long enough for Rath to grab them both by the head and slam them both into the ground, their masks cracking on impact.

Rath stood up and faced the five remaining Grimm and growled. Said Grimm looked around to see that they were the last ones, and began backing away. With a slight whimper the they turned tail, and fled back into the forest. Rath stood silently for a moment before letting out a mighty roar, causing several birds in the Emerald forest to take flight.

After calming down, a new sound caught his attention. It sounded like...clapping? Rath turned toward the source of the clapping to see Yang Xiao Long who was positively beaming, standing at the edge of the clearing. Standing next to her was the girl in black that Ben and Ruby had encountered when they first arrived the day before, looking slightly bewildered, though only slightly.

"Bravo." Yang said. "I am very impressed." She strolled over to Rath, the other girl following her.

"Although I gotta ask, why didn't you use this guy in our little sparring match? Maybe then you would have stood a chance." she said smugly.

"LET ME TELL YOU SOMETHING YANG XIAO LONG, IF YOU THINK YOU CAN BEAT RATH, THEN YOU CLEARLY WEREN'T PAYING ATTENTION TO THE MAJOR BEATDOWN THAT I JUST HANDED TO THOSE LYCANTHROPE LIKE GRIMM!"

"Do you always refer to yourself in the third person?" the girl in black asked. Rath looked at her.

"LET ME TELL YOU SOMETHING...UH...WHATEVER YOUR NAME IS," Rath started. However Yang stuck her hand in his face.

"Alright tiger, cool down. Why don't you change back before you scare the poor girl." She suggested. Rath growled, but complied reaching up to tap the Omnitrix insignia. In a flash of green Rath was replaced with Ben. It always felt weird coming down off Rath, like the feeling one gets when they're angry but can't remember why. Ben shook his head to get past that feeling.

"Thanks, and sorry about that, Rath can be a little...high strung." Ben said.

"That's putting it mildly." Said the girl in black.

"Oh yeah, you two haven't met." Yang said. "Ben Tennyson, meet Blake Belladonna." She introduced.

"Well we've met, just not officially." Ben said holding out his hand. "But it's nice to finally learn your name."

Blake looked at it for a moment before taking it and gently shaking.

"Likewise." She said simply. "So, would you mind if I ask what you are exactly?" Ben nervously scratched the back of his head. "Yeah, about that... would you believe me if I told you that I'm an alien?"

Blake was silent for a few seconds. "I guess that makes sense."

Ben was shocked. "Really? Just like that you believe me? Not even going to question whether or not I'm lying?"

Blake shrugged, "It's not like I have a better explanation. So, can all aliens shape shift?"

"Uh... no, just me." Ben said, slightly shocked how easily she was taking the confirmation of life on other planets.

Blake quickly scanned over Ben with her eyes until they landed on the Omnitrix.

"I'm going to guess that your powers come from that."

Ben held up his left wrist.

"Yep, this little baby is called the Omnitrix. It contains the DNA of various aliens from across the galaxy." Ben explained.

"And in my opinion, that set of DNA is awesome." Yang said. "Way better then that dragonfly thing."

"Yeah Stinkfly is a flyer, not a fighter." Ben remarked. Then a thought occurred to him.

"Wait, how long were you watching me?"

"Oh we saw you land. Good thing I noticed your symbol, Blake looked ready to rip your wings off before I told her what's up." Yang explained.

"And you didn't feel the need to help me because...?" Ben asked. Yang grinned.

"Wanted to see how well you'd do in a real fight. A sparring match is one thing, but a fight against a pack of Beowolves is a whole different ballgame." She explained.

Ben's face fell. "And even when they were all piled on top of me?"

"Aw you're a big boy, I was sure you could handle it." She said confidently.

Ben sighed, and gave her a half irritated glance, which she responded with a smile.

"So those things are called Beowolves?" Ben asked.

"Yep." Yang confirmed. "And considering how well you did against them, the bigger ones should be no problem for you."

"How much bigger are we talking?" Ben asked.

"Well, Beowolves are usually considered the lowest of the low." Blake interjected. This shocked Ben.

"Those things are the weakest ones!?"

"Yeah, just wait until you see an Ursa, or even a Nevermore, those things can get HUGE!" Yang exclaimed. Ben's mouth just hung open.

"I don't know what's worse; the idea that Ozpin just threw you into a hornets' nest of these things, or the fact that I had so much trouble with the grunts." Ben said.

"Well I wouldn't feel bad about the latter." Blake said. "A pack of Beowolves normally only goes up to twenty, anything number beyond that is unusual."

Ben tilted his head, "Really? I wonder what drew them all here?"

"Well Grimm are usually drawn to negative emotions." Yang explained. "You know, feeling like sadness, fear, depression...anger." she punctuated. Ben's eyes widened.

"Wait, are you saying..." he started.

"That you turning into that fur covered, walking aggression complex might attract more attention?" Yang asked with a smile. "Yep, that's what I'm saying. And on that note we may want to get moving before anymore unwanted guests show up." Yang said, as she headed toward the northern edge of the clearing, followed by Blake. Ben, deciding that it would be better if he stuck close to someone else to give the Omnitrix a chance to recharge, also tagged along.

As the three teenagers made their way through the dense forest, Ben thought it'd be best to ask a few more questions.

"So when did you two find each other?"

"Oh we met up just a few minutes after we landed." Yang answered. "I was in the middle of dealing with a pair of Ursas who thought it was a good idea to aim for my hair." Ben shuddered, considering what Yang had done to him when he had just severed a few strands, just thinking of what she must have done to those Ursas made him sore.

"The first one went down pretty easy, and that's when little miss killjoy swooped in and stole the other." Yang explained, hiking her thumb toward Blake.

"You were making too much noise." Blake said simply.

"So when did you decide to jump into the fray Tennyson?" Yang asked. "Because I thought you said that Professor Ozpin said you didn't have to do this." After hearing that Ben's resentment of Ozpin came flooding back to him.

"Well, a few minutes after Ozpin catapulted you guys off into a dangerous forest, full to the brim with dangerous monsters, I heard someone scream. So I decided 'forget this stupid test, someone needs my help' and decided to look for you guys." Ben explained.

"Oh yeah, I heard that too." Yang confirmed. "I sounded like a girls scream." This worried Ben.

"You don't think...?" he trailed off. Yang looked at him, at first not following his train of thought. Then, after understanding his meaning, she rolled her eyes.

"Oh I wouldn't worry about Ruby. I've seen her carve though Grimm like a knife through butter, so I know a couple dozen Beowolves aren't going to be enough to make her scream." Yang dismissed with a wave of her hand.

"Ok, but what about any other Grimm, like the ones you mentioned." Ben asked.

"Well, Ursas might be bigger and stronger but there also way slower, and they usually only travel on pairs opposed to large packs. And Nevermores are only dangerous when they get big, which is pretty rare." Yang explained.

Ben relaxed a little bit. Yang noticed this and grinned at him.

"But, your concern for her well being is noted." She teased. Ben sighed, really she was still making jokes like that. Granted he was one to talk, but usually he saved his teasing of others relationships until they were out of danger.

It was then that the three came upon a short cliff overlooking a ruined, circular temple composed of gray stone bricks. The far side of the temple had a wall and several stone pillars stretching around the stylized stone floor, with the forward side's wall completely worn away. Inside the temple were several pedestals arranged along the wall. A few of the pedestals were empty while others had what looked to be large chess pieces.

"Think this is it?" Yang asked. Ben shrugged.

"How would I know?" he asked. Blake said nothing and proceeded to slide down the steep incline toward the temple, with Ben and Yang following close behind. As the three approached the destroyed structure, Blake more closely examined the relics on each pedestal.

"Chess pieces?" she asked.

"Looks like some of them are missing, we must not be the first ones here." Yang stated.

As Ben got a closer look at each piece he noticed that among the remaining ones, each piece was separated by color, half of them were black, while the other half were gold.

"Think the different colors mean anything." Ben asked. Yang just shrugged.

"Well I guess we should pick one." Blake said. Yang began walking along the pedestals, closely examining each piece.

"You guys should be careful about which ones you pick. I don't think Ozpin is the kind of guy who does things for no reason." Ben suggested. However Yang apparently didn't hear him as she immediately snatched up the golden knight piece.

"How about a cute little pony?" she asked, holding up the piece. Ben sighed, so much so for being careful.

"Sure." Blake said rolling her eyes, but with a smile. She walked over to Yang who tossed the knight piece to her.

"Well, that wasn't too hard." Yang said. She then jumped slightly as she heard a loud smacking sound. She and Blake looked over to Ben who's hand was pressed against his forehead. He gave Yang a look of contempt.

"Ok, word to the wise, NEVER tempt the universe like that." He explained. Yang rolled her eyes and rested her hands on her hips.

"Aw, what the matter Ben, I didn't take you for a superstitious person." Yang taunted. Ben sighed.

"Just trust me on this, I've been in enough situations to know not to tempt fate." He said. Yang, however was still skeptical.

"Pfft, what's the worst that could happen?" she dismissed. Ben cringed at this.

"You're just making it worse."

Yang shook her head. She opened her mouth to say something...

"RAAAAAAAAAAAAAA" Came a monstrous screech from over head. The three teenagers all looked up to see a gigantic black bird flying overhead. The avian resembled some bazaar cross between a condor and a raven with long tail feathers and two finger like claws protruding from the main joint at the front of its wings.. It's feathers were the exact same shade of black as the fur the Beowolves, with a similar skull mask like structure covering the top of its head, which came to a dorsal spine on the top.

The gargantuan bird flew directly over them, every beat of its massive wings causing huge gusts of wind that rocked all the tree in the forest. As it passed, Ben glared at Yang who had a look of blank shock.

"This does not prove anything." She said plainly. Ben said nothing at first.

"So I'm going to guess that's a Nevermore." He asked, turning his attention toward the bird.

"You guess right." Yang confirmed, striking a fighting stance.

"I thought you said that them getting big is rare." Ben asked.

"Well, not as rare as I thought." She clarified.

"So what are the chances it saw us?" Ben asked. The Nevermore then circled around and began flying directly at them.

"I 'd say pretty high." Blake answered, pulling her weapon off her back. Blake's weapon looked to be a long, single edged sword with a long black ribbon attached to the bottom of the handle, and from the looks of it the hilt resembled a pistol.

Ben trapped the faceplate of the Omnitrix to bring up the selection wheel and readied himself. The Nevermore flew closer, looking to dive bomb directly on top of the three teenagers. However before it drew too close, it suddenly pulled into a climb screeching as though it had just been struck, and over shot the three. As they each braced themselves against the massive gusts of wind, Ben asked "Is that normal?"

"HEADS UUUUUUUUUUUUUUUUPPP!" they each heard someone cry, from what sounded to be above them. Ben, Blake, and Yang all looked up to see Ruby falling out of the sky, flailing her arms around in panic.

"RUBY!" Both Yang and Ben both cried. The red clocked girl continued to fall until she landed in a nearby tree.

"Uh, what happened?" She questioned dizzily.

"Did your sister just fall from the sky?" Blake asked Yang.

"I..." was all Yang could say. Then another sound caught their attention. Turning towards a thicket off trees they saw a giant black-furred bear with a similar white skull like mask to that of the Beowolves and the Nevermore come stumbling out from behind the trees on its hind legs, swinging it's front claws wildly.

Ben did a double take, was this thing an Ursa? He prepared himself as it looked as though the Ursa was already mad. But before he could begin to think of how to deal with it, the Ursa seemed to go limp.

"YEEE-HAAA!" Came a cry of pure excitement. The Ursa then flopped over onto the ground, face first reveling that someone had in fact been riding it. Said someone was a girl with short orange hair and turquoise eyes. She wore a small black high collared vest over a white sleeveless top which had a heart shaped hole to expose her collar bone, a pink, thigh high skirt, white detached sleeves over each arm ending with pink, fingerless gloves and pink shoes. And strapped to her back was, what appeared to be, a grenade launcher!

The girl toppled off the Ursa as it face planted.

"Aww, it's broken." She said standing up. She walked over to the Ursa which already had black smoke starting to bellow out of it, and began poking it. "Ewww."

Ben then saw someone else emerge from the thicket, leaning on one of the trees for support. It was a guy, with slightly long black hair with a single magenta streak down the left side with matching eyes. He wore a dark green, diagonally buttoned, long sleeve tail coat, white pants, and black shoes. He was panting heavily as he leaned on the tree, and spoke as though he was out of breath.

"Nora, never do that again." He said to the Pink girl. However she was nowhere near him to listen, as he looked up to see she was already inside the temple that Ben, Yang, and Blake were at, eyeing up one of the relics. The gold Rook piece to be precise. She then snatched it up and began playing with it.

"I'm queen of the castle, I'm queen of the castle." She sang, balancing the piece on her head.

"NORA!" Green Guy called out to her, wearily limping over from the thickets edge. With that, Nora stopped and stood at attention allowing the chess piece to fall off her head, which she caught.

"Coming, Ren." She called with a salute, and began merrily skipping over to help her friend.

"Did that girl just ride in on a Ursa?" Blake asked.

"I..." was once again Yang's only response. At this point, Ben would have told Yang off for tempting fate like she had... if not for the next thing that happened. Once again, their ears were assaulted with a loud noise that drew their attention. From another thicket came Jaune and Pyrrha running for their lives from something that was toppling over trees while doing so. That something burst out from behind the trees, reveling itself as a giant scorpion.

The giant arachnid's main body was covered in bone white plates with 8 black legs and arms with bone white claws. The plates were decorated with red markings and had a few patches of moss growing on them. The tail's stinger, which was raised almost two stories off the ground, had a bright yellow coloration.

Both Jaune and Pyrrha continued to run across the open field surrounding the temple, the scorpion hot on their tails, it's mandibles snapping open and close in excitement. Pyrrha looked back to see it gaining ground on them.

"Jaune, split up." She called to him.

"What?!" was his answered.

"You go left." She told him, pointing toward the temple.

"Oh, right, got it." He said, making a hard ninety degree turn the same time as Pyrrha. As the two bolted in different directions, the scorpion stopped briefly, deciding which pray to chase. It turned toward Jaune and looked as though it was going to pursue him, however Pyrrha noticed this, pulled her shield off her back, and threw it like a Frisbee at the arachnid. The shield slammed into the side of its head with a surprising amount of force, actually making it flinch, before bouncing off and returning to Pyrrha. The scorpion then turned and proceeded to chase the red headed gladiator.

Ruby who was still in the tree, finally managed to get her bearings and looked out to see all the chaos that was unfolding.

"Whoa." Was all she could say. She them leapt out of the tree and landed next to Ben, Yang, and Blake.

"Ruby?"

"Yang!" she exclaimed. The two sisters moved in for an attempted hug.

"Nora!" said the pink girl stepping between the two, interrupting their reunion. A loud crash drew their attention back toward the scorpion.

"Did those two just run all the way here with a Death Stalker on their tail?" Blake asked. And that's Yang when Yang exploded.

"AHHHH I CAN'T TAKE IT ANYMORE. Would everybody just chill out for just two seconds before something crazy happens again?" she exclaimed. Everyone in the immediate area proceeded to remain quiet for her desired two seconds. And it was Ruby who broke said silence.

"Um Yang..." she said tapping her older sister on her shoulder while pointing up into the sky. Everyone looked up to see the Nevermore who was circling around them, and to who was currently hanging on for dear life to one of its left talons.

"How could you leave me?" Weiss called from above.

Ruby shrugged, "I said jump."

Ben was conflicted, on the one hand a small part of him was happy that Weiss was finally getting some sort of comeuppance for the way she acted. But the rest of him was worried about the spoiled little heiress, after all being a brat is hardly deserving of this.

"She's gonna fall." Blake said simply.

"She'll be fine." Ruby assured.

"She's falling." Green guy said.

Ben watched as the albino Heiress plummeted out of the sky.

"Hang on, Weiss!" called out Jaune as he maneuvered beneath her, arms extended with full intention of catching her. However this would prove to be fruitless as at that point Weiss flipped around in mid air so her feet were angled directly at the ground. Then, from seemingly out of nowhere, a circular, white glyph that resembled a snowflake appeared below her feet. Weiss landed on this Glyph and then immediately leapt off. Another Glyph appeared and Weiss landed on that before jumping off it as well. This process continued until she landed next to everyone else. After brushing herself off she turned towards Jaune.

"My hero." She said dryly.

A loud thud drew everyone's attention as Pyrrha was knocked for a loop by the giant scorpion and also land next to the group, with said arachnid charging at them.

"Great the gang's all here, now we can die together." Yang said.

"Not if I can help it." Ruby stated confidently. She then charged straight at the scorpion, pulling out Crescent Rose, switching it to its scythe form, and firing it behind her to propel her foreword. As she closed in on the Grimm she raised the scythe up high with all intention to carve it to pieces, however the monster brought up its right, armored claw to both deflect the blow and knock Ruby away. Ruby landed on the ground and shakily stood up.

"D-don't worry, totally fine." She reassured. Ben however doubted that and began cycling through the Omnitrix menus. Ruby then aimed the top of Crescent Rose at the Scorpion and fired several shots. However all the shots simply ricochet off its armored carapace. After seeing that she was doing no visible damage to it, Ruby turned and ran from the Grimm, tucking away Crescent Rose as she did so. The Grimm began chasing Ruby, claws and mandibles snapping with anticipation.

"Ruby!" Yang cried, fearing for her little sister. She took off running in an attempt to assist her. Luck however was not on their side, as the Nevermore flying over head flapped its wings with tremendous force, sending a seeming endless amount of giant feathers raining down upon them. The massive black feathers shot downwards, quill first, with so much force that each embedded themselves several inches into the ground. One of these feathers managed to catch Ruby's cape, pining her to the spot. The rest of the feathers came down on Yang, who managed to avoid getting skewered, but her path was barred from Ruby.

"Ruby get out of there!" Yang called to her little sister.

"I'm trying!" Ruby called back, desperately pulling at her cape, trying to free it. The giant scorpion closed in on Ruby, its bright yellow stinger fully raised. Ruby looked up to see the arachnid standing over her with its tail poised to strike.

"Ruby!" Yang cried, catching a glimpse of a green flash in the corner of her eye. Ruby was silently horrified as she saw the tail begin to descend.

She closed her eyes.

...But nothing happened.

After a few seconds she slowly opened her eyes. The sight that greeted her was nothing short of astounding. The scorpions tail had been stopped short, completely encased in a wall of bluish-green substance that she could only describe as...

"Crystal?" she questioned.

"Well, THAT certainly was a close one." Said a deep voice from behind her that she didn't recognize.

Both Ruby and Yang looked back. Where Ben once stood was a six foot tall man who appeared to be made of the same crystalline substance. He had two large arms, four long crystal spikes growing out of his back where his shoulder blades were, and an angular face with a flat ridge on top of his head. The jumpsuit he wore was almost all black, save for the thick vertical green stripe down the center and the green and white belt. And the buckle for said belt was a familiar green and black hourglass.

"Ben?" Ruby questioned.

The crystal man put his hand on his hips and stuck out his chest.

"Right now, the name's Diamondhead." He said. Ruby sighed with relief and then smiled, and then was pulled into a bone crushing bear hug by Yang.

"I'm so happy you're okay!" the elder sister said.

Ben smiled as he watched the sisters reconcile, only to be distracted by whoever was climbing on his back.

"OH, this is so COOL!" said the pink girl as she appeared on his right shoulder.

"Are you made of diamond,? That is awesome! How did you do that? Wait don't tell me, are you some kind of super powerful military weapon? No that doesn't make sense, why would you be at a school? Oh I know, your some kind of traveling hero! But then where did you get your powers?"

Wow, this girl was even more hyper than Ruby. How was that even possible. Ben looked over to the rest of the group to gauge their reactions. Jaune had a look of pure awe on his face, both Pyrrha and Green Guy had looks of shock, Blake looked the same, and Weiss...

"Wha... Wha... Wha... Wha... Wha... Wha..." was all she managed to say, wearing the look of completely struck dumb.

' _Well, as long as the cats out of the bag'_ Ben thought.

"What, you guys never seen a Petrosapien before?" Ben joked to the befuddled Teenagers. They all shook their heads in unison.

"Ok, while I gotta say I really like this form, maybe you could have done that a few seconds sooner." Yang said as she and Ruby approached the group. Ben shrugged. The Nevermore let out a loud cry as it flew overhead.

"Uh guys, that thing's circling back." Jaune said nervously. "What are we going to do?"

Weiss, who had managed to overcome part of her shock, spoke up.

"Look there is no point in dilly dallying, our objective is right in front of us."

"She's right," Ruby seconded "Our mission is to grab an artifact and make it back to the cliffs. There is no point in fighting these things."

"Run and live, good idea." Jaune said.

"Bad idea." Ben interjected. "If we just try to run, they are just going to fallow us." He explained. "And we can't afford to lead these things close to the school."

Weiss however, glared at him. "And exactly why should we listen to you? What even ARE you?" she demanded.

"He's right." Pyrrha confirmed. "these creatures could attract more if we just lead them toward the school."

Yang cracked her knuckles. "Then I guess we have to stand and fight." She said excitedly.

Ruby took a quick look around at their surroundings. "Then we might want to find somewhere else to fight, we are totally exposed out here." She explained.

She was right. They were standing in an open field with only the small temple they could use for cover. And since it looked as though none of them could fly, and none of Ben's flyers could put a dent in something as big as the Nevermore, they needed better ground.

"Anyone know where we could find some cover?" Ben asked.

"I do." Ruby answered. "There is a cliff side temple in that direction." She pointed toward the eastern side of the clearing. "I saw it when I was riding our feathered friend." She explained.

"Sounds as good as anything." Blake said.

A cracking sound drew the groups attention toward the Deathstalker, who was struggling to pull its tail out of crystal wall.

"We might want to leave now." Green guy said.

After Ruby and Jaune both grabbed a relic, Ruby picking the other gold knight piece and Jaune choosing the other gold rook piece, the group took off running. They made their way through the forest with the Nevermore flying directly over them, eventually coming upon a pathway leading to the temple Ruby mentioned.

The temple itself was much larger than the one that the one where the relics were located. While still worn down by being abandoned for years, the structure was several stories tall, with a circular dome in the center supported by columns, atop which had a tower. The entire structure was situated in the center of a large canyon, with long, stone bridges leading to both sides, and support pillars reaching down into the crevasse below.

As the group approached the temple, the Nevermore flew over to the top most point of the tower and perched itself on top.

The group split into three, with Ruby, Yang, Blake, and Weiss going left, while Jaune, Pyrrha, Green Guy and Pink Girl going left, each team taking cover behind stone arches that lined the path to the temple, and Ben in the center.

From atop the tower, the Nevermore spread its wings wide and let out a loud caw.

"Anyone got any ideas?" Yang called out.

However before anyone could think of any, the Deathstalker, now free of its crystal trap, came charging out of the forest behind them.

Ben grimaced, he had hoped the crystal would have held a little longer. But with no other options, he charged directly toward the arachnid. The Deathstalker saw this and extended it's right claw out to snap at the hero, only for Ben to catch both sides of the claw and hold them open. He then dig his feet into the ground to try and push the creature back.

"Ben what are you doing?" Ruby called.

"Trying to buy you time." He answered, straining himself to keep the scorpion at bay.

However, the Nevermore had other ideas as it beat its wings, launching its feathers like projectiles. As the feathers rained down, a few managed to hit Ben in the back. While being made of crystal ensured he was uninjured, the force of the feathers caused him to stumble. Which the Deathstalker took full advantage of. It managed to lift Ben off the ground and grab him around the waist with its left claw. It then slammed him into the ground.

"Ben!" Ruby cried.

The Deathstalker raised its stinger and brought down on Ben's head, who actually managed to sway just enough to avoid it. After another two tries, the scorpion than aimed for his torso, however Ben caught the stinger in his hands.

"I'm fine, just keep going." He strained to say as the bright yellow barb bared down on him.

Ruby looked over to Yang, for confirmation. While Yang did look concerned, she gave her little sister a nod. With that both teams of teenagers charged toward the temple, and the Nevermore.

"Nora," Green Guy called to Pink Girl, "Distract it."

Pink Girl, Nora, smirked as she pulled her grenade launcher from her back, aimed it at the giant black bird, and fired several times.

Several pink colored canisters launched at the Nevermore, exploding on contact. The giant bird was thrown off balance by this and took flight once again, clearing the path toward the bridge for the others.

Back with Ben, the Deathstalker had enough trying to pierce him, and instead released Ben from its grip and quickly pulled its tail back, with Ben still attached. Then in with a quick flick of its tail, the Deathstalker flung Ben forward. Ben was thrown several feet over everyone's heads until landing in front of the bridge.

As he began to get up, he saw the Deathstalker descend upon Nora who was still firing at the Nevermore. The monster made an attempt at snapping at her, but both of its claws were deflected by Blake and Green Guy, Ren, who both jumped in at the last second.

At that point, Weiss also leapt in to grab Nora. After reaching her, another one of those snowflake shaped glyphs appeared below them which looked as though it propelled them away from the Deathstalker. With that, Blake and Ren turned and ran for the bridge, the Deathstalker right behind them.

With that, the group began crossing the bridge. Ben looked back to see the Deathstalker was somewhat reluctant to cross, as it was barely wide enough to support it. However any thought of getting away scot free were shattered when the Nevermore descended from out of nowhere and crashed head long into the bridge, destroying it.

Ben, who was in dead center when it happened began falling into the ravine. However during his decent he managed to grab hold of one of the remaining support columns. Turning his fingers into crystal claws, Ben dug into the stone pillar until he stopped his fall. With a grunt, he began his climb back up.

Jaune, who had seen Ben fall, looked over the side of the bridge he was on to see if his new friend was okay. He, Ruby, Yang, Nora, and Weiss were on the temple side of the bridge, while Pyrrha, Ren, and Blake were still on the side that they had came from, a large section of broken bridge dividing them. As Jaune looked over the end of the bridge, he did see Ben slowly climbing back up. He then saw the others on the opposite side of the gap fighting the Deathstalker. They were all unloading their weapons into the monster, but its hide was too thick. What's more, the monster was standing at the end of the bridge, trapping the others with very little room to maneuver.

"Man we gotta get over there." Jaune said to himself.

"Let's do this." Nora said, as she appeared next to him. Jaune look down at the gap again.

"Yeah, but uh... I can't make that jump." He said. Nora grinned. She used her grenade launcher to knock Jaune backwards, and with a flipping motion, changed it into a war hammer. She then, with all her might and with a running jump, slammed the business end of her hammer into the end of the bridge. The force of that blow broke the end of the bridge so that it acted as a catapult, fling Jaune over to the other side (despite his protests).

With that done, Nora angled her hammer down and hopped on the neck of it. Then striking a pose, she pulled the trigger on the handle, which fired an explosive from the face. The force of the recoil caused her to sail across the gap as she let out a cry of joy.

As the two neared the other side of the gap, Jaune landed rather ungracefully and Nora flew directly at the Deathstalker, holding her hammer high above her head.

"NORA SMASH!" she yelled gleefully, bring her weapon down directly on its head. The impact caused the monster to flinch, but it soon recovered and attempted to stab her with it stinger. But Nora simply fired her weapon again, flinging herself out of the way. He landed on her, but continued to slide backward until she accidently bumped into Blake, causing her to fall off the bridge.

As Blake fell, she looked around for a way to stop her fall and saw the Nevermore flying low inside the canyon. She then grabbed the blade of her sword and pulled on the hilt, unsheathing a smaller, katana like sword from the outer blade. With a flicking motion the katana blade folded itself onto the hilt so it resembled a pistol with the blade on top pointed backwards. She drew her arm back and threw her weapon with all her might, discharging it in the process. All while holding onto the black ribbon like tassel attached to the bottom. The combined force of Blake's throw and the recoil, propelled her weapon into the side of stone bridge, where it got stuck thanks to the blade.

With that, Blake swung on the tassel towards the Nevermore. As she approached the apex of her swing, she dislodged her weapon with a quick tug and flew until she landed on top of the great birds head. As the Nevermore tried to shake her off, she ran down the back of the beast, all while slashing at it with both her blades. However, its feathers alone were so dense that they barely made a scratch.

When Blake reached the Nevermores tail, she leapt off it, landing on the temple's tower that it had been perching on before. Ruby, Yang, and Weiss were also there, bracing themselves as the Nevermore circled around the tower.

"It's tougher than it looks." Blake told them. Yang pumped both her arms, cocking her gauntlets.

"Then lets hit it with everything we got." She said.

As the Nevermore turned and began flying directly at them, the girls all readied their weapons. Ruby aimed the top of Crescent Rose, Weiss spun the magnum chamber in the hilt of her rapier causing the blade to glow blue, Blake folded her smaller blade, and cocked the hilt, and Yang cracked her knuckles. The four then proceeded to unload everything at the Nevermore, with Ruby, Yang, and Blake all firing off different caliber rounds, while Weiss waived her rapier sort of like a wand which fired off icy blue, waves.

Despite each of their attack managing to hit the Nevermore, the bird continued to fly uninhibited as it closed in on them. It then swung its massive right wing as it crashed into the tower, completely destroying it.

As the tower crumbled, the four had to act fast as they were thrown from the top. They each managed to land on a piece of falling debris, where they quickly began leaping to others, hoping to platform their way back to the bridge. However as they reached the top of the falling rubble, it was still too far of a leap for any of them. It was then Ruby saw something out of the corner of her eye. That something was a platform made out of a familiar light blue crystal growing out of one of the stone pillars holding up the stone bridge.

With one last great jump she managed to land on the crystalline platform, the others closely fallowing behind.

"Wow, talk about déjà vu ." Ruby looked up to see Diamondhead standing atop the bridge. With a wave of his hand, several small crystal spikes grew out of other pillars, creating make shift steps.

"You guys think of a plan, I'll draw bird-brain's attention." Ben called down to them, reshaping the end of his arms into jagged edges. He then began firing off shards of crystal at the Nevermore all while moving away from the girls.

"SERIOUSLY, WHO IS THIS GUY?" Weiss yelled in complete shock.

"We'll tell you later." Yang said with a chuckle as she began leaping up the stepping stones Ben had provided. The others followed suit, with Ruby being the last one up. She looked around to see that Yang had managed to climb atop a broken pillar and was assisting Ben by shooting at the Nevermore, Blake was swinging to another segment of bridge using her weapon, and Weiss was surveying the whole situation.

"None of this is working." She muttered to herself. Ruby agreed. None of them seemed to have any ranged attacks that could effectively hurt this monster, and it being air born put close range in a dead zone. They had to find a way to get the bird to hold still. Ruby thought for a few moments.

"I have an idea." She told Weiss.

Jaune's team wasn't doing too well either as the Deathstalker had driven its stinger into the small segment of bridge they were standing on, separating it from the cliff side. With that the segment of bridge began to tilt as the all its weight was on the teams side.

"We gotta move." Jaune told them. The four teen then rushed the Deathstalker who drew its right claw back and made a grab at them, which was blocked by Pyrrha who slashed at its head. After flinching the monster then swiped at her with its left claw, only to be blocked by Jaune's shield. Pyrrha then followed this up by leaping over Jaune and stabbing at its claw joints. Next up was Ren who fired on the beast with his weapons, which were a pair of green, fully-automatic pistols with scythe blades attached vertically below the barrels. The Deathstalker attempted to stab at him with its stinger, but Ren managed to dodge this and actually grabbed hold of its tail joint as it pulled it back.

Ren then fired at the joint of its tail connecting to the yellow stinger as Nora switched her hammer back to a grenade launcher and fired at the monsters face. The Deathstalker brought its claws up to defend itself, which protected it from the explosives, but that's when Pyrrha threw her javelin between the gaps in its claws and pierced it's eye.

With a screech of pain the Deathstalker flailed around, actually managing to shake Ren off its tail, sending him flying into a stone wall behind it.

"Ren!" Nora exclaimed with concern.

Jaune however noticed that the Deathstalkers barb was noticeably loose.

"Pyrrha." Her called, point to the half severed appendage.

"Done." She said, throwing her shield, which cut completely through the tail, causing the barb to drop and embed itself in the top of the monsters head, before bouncing off a column and returning to Pyrrha.

"Nora, nail it." Jaune told her.

"Head's up." Nora said to Pyrrha. With a nod Pyrrha held her shield horizontally over her head as Nora leapt onto it, shifting back to her hammer. Then simultaneously, Nora fired her weapon as Pyrrha jumped upward, sending Nora flying into the air. Letting out a small laugh of excitement as she hit the peak of her jump, she then fired her hammer again, sending her somersaulting downwards before finally bring the hammer down directly on the barb, lodging it deeply into the head of its owner. The force of the impact did far more than that, as it actually caused the platform that Jaune and Pyrrha were standing on to catapult them over the now dead body of the Deathstalker, even dislodging Pyrrha's javelin, which she caught as she passed over. With a smirk, Nora fired her hammer one last time, propelling her over the monster onto the cliff side with the others, and sending the beaten arachnid tumbling down into the canyon.

Yang kept up her assault on the circling Nevermore, continuously throwing a barrage of kinetic punches. She eventually scored a direct shot on its right eye, gartering its attention. The massive bird banked hard and flew at Yang, beak open as if to snatch her up like a worm. At the last second Yang jumped off the pillar she was standing on and actually landed inside the birds mouth, her feet and left arm keeping its beak open, and then began firing shots down its exposed throat.

"I. HOPE. YOR'RE. HUNGRY." She exclaimed, punctuating each word with another shot. In pain, the Nevermore began flying erratically, inadvertently steering itself at the far cliff wall. With her job done, Yang back flipped out of the birds beak onto the bridge moments before it crashed back first into the cliff face.

As Yang stood there to marvel at her work, Ben rushed past her using, his crystallokinesis to matter surf. He was headed toward the Nevermore, which was now resting atop another temple structure embedded in the cliff side. After the Bird got its bearings it let out a cry, and looked as though it was about to take flight again.

"Oh I don't think so Tweety." Ben said. Once he was close enough, he quickly grew a crystal spire beneath him, launching him at the Nevermore. After landing on the structure, Ben slammed both his fists into the ground, causing a crystal node to grow on each side of the bird. Each node then shaped themselves into two enormous crystal hands resembling Bens, that grabbed the Nevermores legs.

"You're grounded." Ben quipped as the monster frantically flapped its wings trying to break is bonds.

Over with the girls, Blake and Yang had taken places hanging onto two separate stone pillars, with Blake throwing her weapon to Yang while holding onto the tassel. Both of them stretched the tassel between the pillars, creating a sort of makeshift slingshot. With that, Ruby leapt up and landed on the stretched out ribbon. Her weight stretched the ribbon down toward a waiting Weiss, who summoned a glyph which Ruby landed on. Ruby aimed Crescent Rose behind her as Weiss's glyph changed from light blue to black. Looking forward, Ruby was aimed at the Nevermore.

"Figures you would come up with this idea." Weiss said.

"Think you can make the shot?" Ruby asked.

"Can I?"

"...can y-"

"Of course I can!"

Ruby smirked and cocked Crescent Rose. With a motion Weiss then used her Glyph to launch Ruby, who rocketed toward the Nevermore. As she flew, Ruby continuously fired behind her to keep her momentum as her headed for the Nevermores neck. Once close enough, she swung her scythe into the birds throat, actually pushing it back into the cliff face.

With that, Ben released his grasp on the Nevermores talons, and Weiss summoned a long line of glyphs leading up the cliff wall. With a loud cry, Ruby began running up the cliff, DRAGGING the massive black bird behind her by the throat, using the glyphs to gain momentum. All other parties watched in awe as upon reaching the top of the cliff, Ruby had enough speed to pull Crescent Rose THROUGH the Nevermores throat, completely decapitating it. The severed birds head land next to Ruby atop the cliff as the body began its long drop back down into the canyon.

Ben leapt back down onto the bridge to get a better look. He could not believe that crazy idea of Ruby's could actually work, but it did. With a tap on the Omnitrix, Ben changed back to himself as the other three came up behind him. They all stared up at Ruby who was standing tall atop the cliff overlooking the rest of them. Ben then turned to Yang.

"So what did you learn?" He asked her. Yang sighed and looked at the ground.

"It can always get worse."

"Cardin Winchester; Russel Thrush; Dove Bronzewing; Sky Lark." Professor Ozpin listed as the four students climbed onto the front stage of the school's auditorium, accompanied by the applause of all in attendance. Only two more teams after them to be formed and named. And both consisted of Ruby's and Jaune's' group. Ben meanwhile was standing off to the side of the room both waiting to see who would be on Ruby's team, and for an opportunity to unload all of his complaints at Ozpin. But for the moment he thought it best not to cause a scene.

"The four of you managed to collect the Black Bishop pieces." Ozpin continued to explain to the four teenage boys onstage. "From this day forward, the four of you will work together as Team Cardinal. Led by Cardin Winchester." The massive holo-screen behind them displaying each team members picture also listed the first letter in their name to form CRDL. With that, and another round of applause, the boys stepped off the stage.

"Jaune Arc; Lie Ren; Pyrrha Nikos; Nora Valkyrie." Ozpin announced. The four stepped onstage and formed a line in front of the headmaster.

"The four of you retrieved the White Rook pieces. From this day forward the four of you will work together as Team Juniper." The screen displaying the name JNPR, Nora excitedly hugging Ren.

"Led by," Ozpin continued, "Jaune Arc." Ben was actually surprised by this. While he did think Jaune did have some potential, he wasn't quite sure Jaune had leader capabilities yet. And the look on Jaune's face said he thought the same. Pyrrha however appeared to think the opposite as she was positively beaming, even giving him a playful punch to the shoulder, which accidently knocked Jaune to the ground. After helping him back to his feet, the entire team exited the stage.

"And finally, Ruby Rose; Weiss Schnee; Blake Belladonna; and Yang Xiao Long." Ozpin announced, the girls stepping forward.

"The four of you retrieved the White Knight pieces. From this day forward the four of you will work together as Team Ruby." Ozpin announced, the screen displaying RWBY. "Led by, Ruby Rose."

 _'Well, that's convenient'_ Ben thought. Never the less he applauded a little louder than before.

Ruby had a look of wonder on her face. First being accepted to her dream school two years early and now being made the leader of the same team as her older sister. Things were going unbelievably well. Her thought however were interrupted by Yang pulling her into a bear hug.

"I'm so proud of you!" Yang exclaimed, squeezing her little sister as hard as she could. Ruby tried putting on a happy face as she swore she heard one of her ribs crack.

After being released from her sister's death hug, Ruby led her team off stage. Ben walked over to them.

"So, team leader, huh?" He said to Ruby.

"I know right? I can't believe it either." Ruby said excitedly.

"I can't believe you got the team named after you." Ben joked. Ruby gave him a mock glair.

"Ha ha, that's hilarious coming from you, BEN TENnyson." She retorted.

"Oh, like I've never heard that one before." Ben said sarcastically. He then held his hand out. "But still, congrats."

Ruby smiled and shook his hand. She would have asked if he wanted to do any thing... had Weiss not then shove her aside and got directly in Ben's face.

"Alright you, I've waited long enough, I want answers. Who are you? Where did you get those powers? And why are you here?" the heiress demanded of him.

Ben just sighed.

"You might want to sit down." He told her.


	7. Chapter Six: Classroom Blues

Chapter 6: Classroom Blues

Ben stared up at the ceiling of his room while laying on his bed. His room (which was conveniently located next door to team RWBY) consisted of a single bed with plain white sheets and a red blanket; a single wardrobe; a wide, two layered bookshelf located beneath a wide window; all contained inside blank white walls and a dark hardwood floor with a circular red rug laying in the center.

It was early in the morning and class was set to start in half an hour. Currently he was thinking about the conversation he had with Ozpin the day before. After explaining himself to Weiss (who had to be led away to process the notion of everything she thought she knew about the world had to be reevaluated) Ben decided to confront Ozpin and give him his thoughts about Beacons student initiation. Honestly, he thought it had gone well.

...

 _"Are you completely out of your mind!?" Ben demanded Ozpin, who wore his usual calm expression in contrast to Glynda who looked incredibly irked._

 _"Look I get that I'm the odd guy out here and I don't know how this entire world works and that I shouldn't try to force you guys to change, because frankly that didn't work out so good the last time, but seriously!? A pack of killer werewolves? A bird the size of a plain? You're really going to just throw them into that kind of hornets' nest with just a direction to go and some advice that boils down to 'don't hold back', You really don't see how this could end horribly!?" Ben ranted._

 _He paused to let Ozpin explain himself, (as well as catch his breath), who proceeded to pull out a scroll._

 _"There is something I want to show you Benjamin." Ozpin said calmly as he was tapping away on the scroll._

 _"What, the list of deathtraps that we managed to avoid?" Ben asked, earning him a glare from Glynda while Ozpin kept his calm demeanor._

 _"Not exactly" Ozpin said, holding up the scroll to Ben. The screen displayed video footage from what looked to be security cameras. The videos showed several Beowolves locked in cages from somewhere inside the Emerald Forest. The footage then cut to a few individuals, who Ben could only guess as upper classmen, seemingly camped just outside the clearing where the temple that contained the relics was located. The video cut again to show a few small gunships that resembled those that escorted their airship to Beacon Academy, sweeping over the gorge where they had fought the Nevermore._

 _Ben watched as the screen in front of him as it then displayed the events that had transpired during the initiation from multiple perspectives. It showed Ben's fight with the Beowolves, it showed Yang completely destroying a massive Bear-like Grimm, it showed Jaune and Pyrrha walking into a cave only to be chased out by the Deathstalker, it showed Ren getting into a fight with a colossal, double-ended, black and white snake, (because apparently that was a thing that exists), and it showed their final fight with the Nevermore._

 _Ben's expression went from angry to puzzled as he watched the video. After it had ended he looked at Ozpin._

 _"As I said," Ozpin began, "We have taken steps to maintain the safety of our students as much as possible."_

 _Ben processed Ozpin's words for several seconds. "But then what was with the speech on the cliffs. Why make then think they were ringing deaths doorbell and running?" He asked._

 _"Because then they wouldn't have pushed themselves." Ozpin explained. "The danger, weather real or not, was real to them. Which in turn motivated them to better themselves, which is the entire point of attending this school. If they knew that the danger in those woods was monitored and controlled, they would be less critical of themselves. Which is detrimental in the real world. I believe it is better to give them the illusion of danger for these lessons. So I did lie, just not to you."_

 _Ben stood there silently for a few moments as he took all of it in. While he might have been wrong for accusing Ozpin of negligence, something about that still rubbed him the wrong way._

 _"Ok, I guess I understand why you lied to them, but why didn't you just tell me all this?" Ben asked. Then after a few seconds of contemplation a thought occurred to him. He gave Ozpin a look._

 _"You wanted me to jump into the fray, didn't you?"_

 _Ozpin's small smile seemed to deepen. "While I admit I wanted to see how well you preformed in the trial, it would have reflected poorly on me to ask you to participate. You are our guest after all."_

 _Ben sighed. This guy was just like paradox, always planning three steps ahead._

 _"Alright, maybe I still need to spend more time here and see how things go before I try to change them. Just promise me that next time you want to send your students somewhere dangerous, ask me to go with them. I'm a hero, protecting people is what I do."_

 _Ozpin nodded. "Deal."_

Ben thought over their conversation multiple times. While he did trust Ozpin, for the most part, he still felt uneasy just letting all the other students do more dangerous things. Sure HE had done all sorts of dangerous things when he first started, but diamond hard skin and the strength to bench press an oil truck lessened the risk a bit. Still, he did promise not to interfere with Ozpin's methods anymore, and he was a hero of his word.

Ben looked over to the digital clock situated on the nightstand next to his bed. The time displayed was 8:50. Ben's first class was Grimm studies, taught by Professor Peter Port at 9:00. Deciding he should get a move on, he got up and got dressed in the uniform provided to him, which consisted of a black suit lined with gold, a white shirt, blue vest and a red tie. However he couldn't resist the temptation to wear his green jacket opposed to the schools.

After grabbing his scroll he headed out the door, only to be greeted by the sight of Weiss quickly rushing out of her room with the rest of team RWBY leaning out the door to watch. Their uniforms consisted of a brown jacket with a tan vest, white shirt with a red ribbon, red and black plaid skirt and stockings.

"What's her hurry?" Ben asked.

"I may have forgotten the time." Ruby said nervously before taking off down the hall after Weiss, fallowed closely by Yang and Blake. Ben then remembered that his first class was supposedly on the opposite side of the campus and realized he should have left ten minutes ago.

"Aw well" he said with a shrug. He then very casually activated the Omnitrix and began cycling through the playlists.

...

Weiss couldn't believe that Ruby had let her sleep in on the first day. This wouldn't have even happened had they not spent the better part of the night creating those makeshift bunk beds Ruby was so insistent on having, (even if Weiss had always wanted bunk beds as a kid). And now because of her 'leader' she was going to be late. What's even worse is that none of them had any time for breakfast. The silver lining was that at least they weren't going to be the only ones. That freaky shape shifter who claimed to be an alien, (although she held reservations about that, even thought she couldn't think of any better explanation) was also apparently running late.

As Weiss approached the lecture hall, she checked the time on her scroll. 8:59, she would be just on time. However her stomach growling told her that class was going to be a little difficult to sit through. She rounded the final corner leading the class, only to find Ben standing by the doorway chewing on a cereal bar.

"About time you got here." He said teasingly. Weiss stopped and did a double take, she was sure she saw him leave his room and she had taken the shortest route here. How did he beat her here?! Ruby, Yang and Blake fallowed shortly behind Weiss and were just as surprised.

"Ben? How did you get here so fast?" Ruby asked.

Ben held up his wrist. "I used one of my speedsters. I figured you guys would need to eat something, so I swung by the Mess hall." He explained, pulling four other cereal bars out of his jacket pocket, tossing one to each of the girls. Ruby wasted no time in tearing off the wrapper and shoving half of it in her mouth.

"Thakff" She tried to say as she headed inside, followed by Ben, Yang, and Blake. Weiss however just looked at the bar in her hand. After a few seconds she let out a huff and just pocketed the bar while stomping into the classroom.

...

"Monsters. Demons. Prowlers of the night. Yes the creatures of Grimm have many names." Explained Professor Port. True to his name he was a portly man that looked to be in his mid fifties, with grey hair and matching moustache. He wore a scarlet double-breasted burgundy suit with gold buttons and piping.

His class room was a lecture hall with curved tables all facing the front of the hall. The front consisted of a large open space, white boards that had detailed drawings of various Grimm on them, including Beowolves, Ursas, A Nevermore, and some boar like creature labeled as a 'Boarbatusk'. Hanging above the white boards on a plaque was a blunderbuss with two axe blades sticking out of the stock.

 _'How does he even use that?'_ Ben Questioned. Currently he was situated in the front row next to Ruby, who had her head leaning on her left hand drifting in and out of sleep. And Ben couldn't blame her too much. What was it about school teachers that made it so tedious to listen to. Their professor was currently talking about a race of monsters that had stalked the human inhabitance of this planet since they evolved, and he still managed to make it sound BORING.

"But I merely refer to them as pry." Professor Port boasted cheerfully. Aside from Ruby snorting herself awake, the rest of the class held an awkward silence.

"Uh... and you shall to, once graduating from this prestigious academy." Port continued. "Now as I was saying, Vale, as well as the other three kingdoms, are safe havens in an otherwise treacherous world. Our planet is absolutely teeming with creatures that would love nothing more than to tear you to pieces." He explained pacing back and forth in front of the class.

"And that's where we come in. Hunters, Huntresses, individuals who have sworn to protect those who cannot protect themselves. From what you might ask? Why the very world!"

 _'Not a bad philosophy, though I still prefer the term Hero to Hunter'_ Ben though.

"That is what you are training to become. But first a story. A tale About a young, handsome, man."

 _'Gee, I wonder who this could possibly be about?'_ Ben sighed inwardly.

"Me." Port confirmed.

 _'Who would have guessed.'_

"When I was a young boy..." Ben rolled his eyes as his professor went off on a long tangent about one of his youthful adventures.

 _'Geez, was this how I was like? If it was, Gwen, I am so sorry'_ Ben thought to himself as he used his finely honed art of looking like you are paying attention to tune out the boasting professor. A tap on his right shoulder pulled Ben out of his musings. He looked over to see Ruby doing her best to hold in laughter as she crudely drew a not to flattering image of the professor in her notebook.

Ben, while letting out a slight chuckle, gave her a look that said 'really?'. He then reached over and quickly scrawled ' _might not be the best idea to make fun of the teacher when you're sitting in the front row'_ into her book.

Ruby gave a shrug and then quickly jotted down, ' _didn't think it was possible to make the hunting of deadly monsters sound boring."_

 _'I know, right?'_

Ben and Ruby's note passing however, didn't go unnoticed by Weiss who's expression soured of the two's blatant disregard for their current lesson... even if it was not the most engaging of lessons. The three's attention was drawn back to Professor Port as he loudly cleared his throat.

"In the end the Beowolf was no match for my sheer tenacity. And I returned to my village with the beast in captivity and my head held high. Celebrated, as a hero." He finished, giving a bow.

"The moral of the story? A true huntsman must be honorable. A true huntsman must be dependable. A true huntsman must be strategic, well educated, and wise. So, who among you believes themselves to be the embodiment of these traits?" Port asked.

Before Ben had time to consider whether or not he wanted to show off in front of the class, Weiss's hand shot into the air.

"I do, Sir!" she stated, rather aggressively.

"Well then, let's find out." Port said turning to and walking towards his desk. He then reached out and pressed a hidden button underneath his desk. Several floor tiles at the front left of the classroom began to move, reveling what looked to be a metal plate. When fully uncovered, the metal plate began to rise, showing that it was in fact the top of a thick metal cage. And inside the cage, was a Grimm! Specifically the boar like Grimm that Port had drawn on the classrooms white board.

 _'He had one of those things locked up inside a class room the entire time!?'_ Ben mentally screamed. Was every teacher in this school legally insane?

"Now Miss Schnee, step forward and meet your opponent."

...

After a few minutes for Weiss to go change into her usual attire and grab her weapon, (something that confused Ben. If the teachers were going to bring monsters into the classroom, why would they not want to take their weapons with them everywhere they go?) she was stand at the front of the class, opposite the massive cage that rattled and shook with the thrashing and snorting of the Grimm it contained.

"Go Weiss!" Cheered Yang.

"Fight Well." Added Blake.

"Yeah, represent Team RWBY!" Ruby exclaimed.

"Try not to lead it over here." Ben said jokingly. Weiss only response was a quick cold glare.

"All right," Said Port, holding up his bladed blunderbuss.

"Let the match, BEGIN!" Port brought the axe blade of his weapon down on the cages lock, breaking it. With a loud snort of anger, the Boarbatusk, rammed the now unlocked door of its cage throwing it open. As it stepped out Ben finally got a good look at it.

The Boarbatusk's hide was the same inky black color as the other Grimm he had encountered along with the bleached white bone fragments protruding out. Its tusks were long and curved, starting on its bottom jaw and extending up past it glowing red eyes, of which it had four.

Upon seeing Weiss the Boarbatusk charged directly at her. Weiss quickly sidestepped the charging animal, while swinging her rapier at its side. The blade bounced off and seemed to cause no harm.

"Ha ha wasn't expecting that, were you?" Port asked as the Boarbatusk turned around.

"Hang in there Weiss." Ruby encouraged.

The Grimm charged again with Weiss doing the same, looking as though she skating across the ground on one foot, her rapier pointed straight forward. As the two clashed, Weiss rapier became wedged between the Grimm's tusks. With a snort of anger the Boarbatusk began thrashing around wildly, throwing around Weiss whose grip was still firmly locked onto her weapons hilt.

"Come on Weiss, show it who's boss!" cried Ruby. Though as soon as she said that did the Boarbatusk manage to rip Weiss's weapon out of her hand and send it flying across the room away from both of them, as well as knock her to the ground.

"Oh ho ho, now what will you do without your weapon?" Port ask as Weiss began picking herself up as the Grimm charged at her. At the last second, she managed to dodge roll to her left leaving the Boarbatusk to slam head long into the front corner student desk. Weiss wasted no time and quickly ran across the room to retrieve her rapier.

"Weiss, go for its belly! There's no armor underneath..." Ruby tried to explain.

"Stop telling me what to do!" Weiss quickly and coldly shot back, causing Ruby to flinch. Ben was shocked at this. All Ruby was trying to do was help.

With a cry of anger the Boarbatusk, after getting back up and setting its sights on Weiss one more time, actually leapt into the air, curled its body into a ball, and began to barrel roll at Weiss at high speed.

 _'How is that even possible?'_ Ben though, more dumbfounded than annoyed. Thinking that those massive tusks would prevent it from rolling in any direction.

With a wave of her rapier, Weiss summoned two snowflake glyphs. One directly in front of her facing out ward, an another several feet in the air behind her. The Boarbatusk crash directly into the first glyph, sending it back and stopping its rotation. With that done, Weiss back flipped up to the second glyph, planting her feet firmly in its horizontal surface, before kicking off propelling her foreword allowing her to drive her rapier into the Boarbatusk's now exposed gut. The Grimm let out one last squeal of pain before going limp, smoke emanating from its wound.

 _'Oh, so she doesn't like getting advice, even if she end up using it.'_ Ben though angrily.

"Bravo, Bra-vo." Port congratulated. "It appears we are indeed in the presents of a true huntress in training. I afraid that's all the time we have for today. Be sure to cover the assigned readings, and stay vigilant. Class Dismissed"

Weiss quietly threw another cold glair at Ruby before turning and leaving the classroom.

"Sheesh, what's with her?" Jaune ask.

 _'Isn't the million dollar question.'_ Ben though.

...

"Weiss!" Ruby called as she caught up to the albino heiress in the hallway.

"What?" Weiss responded in a very annoyed tone.

"What's wrong with you? Why are you being..." Ruby began.

"What's wrong with ME?! What's wrong with you?" Weiss interrupted. "You're supposed to be a leader and all you have been so far is a nuisance."

"What did I do?" Ruby ask.

"That's just IT, You haven't done anything to earn your position. Back in the forest you acted like a child, and you've only continued to do so." Weiss ranted.

"Weiss where is this coming from?" Ruby asked, a slight hint of hurt in her voice. "What happened to all the talk about working together? I thought you believed in acting like a team."

"Not a team led by you." Weiss stated. "I've studied, and trained. And frankly I deserve better." Weiss turned away from Ruby. "Ozpin made a mistake." She then walked away, leaving Ruby feeling terrible.

Ben, who had been listening, came up and placed a reassuring hand on Ruby's shoulder. She turned and looked him in the eyes, her own looking as though they would start watering at any second.

"Is she right?" She asked. Ben gave her a sympathetic look and shook his head. His face then turned serious as he began heading down the hall that Weiss had gone.

 _'Alright, I've had enough of her attitude. I'm dealing with this now'_

...

Ben found Weiss stand out on an observation platform, gazing out at the open sky.

"Hey, Ice Queen!" he called. Weiss turned to face who had just insulted her and rolled her eyes upon seeing it was him.

"So you want to tell me what all that was about?" He asked her angrily.

"Oh what, is Ruby going get her shape shifting boyfriend to fight all her battlers for her?" Weiss asked .

"Ok number one, we are not together. Number two, I'm just trying to understand what you have against Ruby. From the moment she met you she's just tried to be your friend and all you've done is thrown it in her face." Ben explained.

"I never asked her to try to be my friend." Weiss snapped. "I normally try to avoid people who go around acting like immature children."

"Right, because acting like a spoiled rotten rich girl is so much better." Ben retorted, earning him a glair.

"Regardless, her insistence on trying to make friends with me doesn't change the fact that she shouldn't be here. And neither should you."

"ME?!"

"Yes you, both of you. I honestly have no idea what Ozpin was thinking." She continued. "Why on earth would he allow an untrained and untested girl like Ruby into a school like Beacon two years ahead of schedule? And to make matters worse he makes her a team leader when I, as well as many others, have gone through all of the correct channels to correctly earn the right of such a position. And then there's you. A boy with a bizarre weapon that somehow allows him to shape shift, who calls himself an alien, is not only allowed to come here but isn't even placed on a team. Exactly what about any of that am I not supposed to question?" Weiss asked.

"You know, if you want answers all you have to do is ask Ozpin." Ben stated simply.

"It doesn't matter!" Weiss practically shouted. "Neither of you two have any right to be here! You haven't earned it!" Weiss took a second to catch her breath. "I'm from Atlas, that's a whole continent away. Do you have any idea what it took to convince my family to allow me to come here? Do you have the slightest clue how much work I had to put in to prove I could make it on my own? Well, do you?" she demanded. Ben simply remained silent. Weiss turned away.

"And after all that work I'm stuck as a member of somebody else's team. So don't tell me to just get over it. You don't know what I've been through." Weiss said quietly. At first, Ben didn't say anything. Then after a long moment of silence, he spoke.

"Your right."

"What?" Weiss said confused while turning back to face him.

"I said your right, I don't know what you've been through." Ben repeated. Weiss was slightly taken aback, she hadn't expected this.

"But let me ask you this." Ben continued. "Do you know what Ruby has been through?" Weiss didn't respond.

"No you don't. So you have no way of knowing whether or not she's earned a place here. All you do know is that you didn't get the position you wanted. If you were made a member of Pyrrha's team and she was the team leader would you act like this?" Ben asked. Weiss remained silent, though her face did begin to fall a little.

"Speaking of Pyrrha, she wasn't made the leader of her team, but you don't see her throwing a temper tantrum. Which I got to say, probably isn't the best was to make Ozpin change his mind. And yeah, I'm not supposed to be here. I'm stuck on a world that isn't my own, with no way of contacting my worried sick family to let them know that I'm ok, or that I'm even alive. Point is, you're not the only one whose had it rough Weiss."

The heiress found herself looking at the ground, unable to give any retorts.

"And you know, it's not like Ruby asked to be a team leader, I don't even think she wanted to be one. But she is. So how about instead of fighting her over it, you work together to make her into a better leader. You know make the best of a bad situation. Because that's pretty much what I'm doing right now."

Weiss stood still in silent contemplation for a few moments before looking Ben in the eyes.

"I still don't think you're an alien." She said. Ben snorted.

"You have a better theory?"

"No, but that doesn't make what you say true."

Ben gave a small shrug then turned to leave.

"Hey Ben,"

"Yeah?"

Weiss held up the cereal bar he had given her earlier.

"In the future try to get Blueberry yogurt flavor, I'm not a huge fan of chocolate."

...

 **Well here's hoping it won't take me another year before I get another chapter out, otherwise RWBY will be over before I finish the first volume. And like before I won't make any excuses. But anyway let me take some time to answer a few questions I've gotten.**

 **1\. No, Ben will not be getting an aura, nor will he be getting a weapon. The first is pretty simple. Only people who were born (created, evolved) on Remnant have an aura. The second is a little more complicated. A lot of people on different stories like this often have Ben get some sort of weapon that he can use in human form. The reasons for this are obvious, so he can protect himself if the Omnitrix times out. Although I feel the people who write like this seem to miss a very important point. Ben is SUPPOSED to be borderline defenseless without the Omnitrix. It's what keeps his character from being overpowered. Well... anymore overpowered. Now some of you might say that would leave Ben at the mercy of any villain who manages to catch him in a powered down state. And your right, they would have the opportunity to finish him off right there. But they never do. They always boast and monologue giving Ben enough time to think of some trick or wait out the recharge time, and just like that he's back in the game. And remember kids evil is stupid.**

 **2\. Ben won't be getting a Faunus form. I know that a lot of you were hoping for this but frankly there's not a whole lot of story potential here and it would just make things a little complicated. Maybe if the Faunus were shown to have different cultures among the different races of animals, but all Faunus are basically the same race with just a different animal part. And then there's the whole issue of picking which animal to use and I don't want to do the cliché of making him part wolf or dragon. And besides how would the rest of him look. Would he still look like himself with dog ears glued to his head? So no, the Omnitrix sees the Faunus as 'Humans with a genetic anomaly' and nothing else.**

 **3\. I can't undo Yang's... incident at the end of volume 3. That event is a vital part of her character arc and undoing it would be more harmful than good. However one thing I will say is by the end of volume 3 Cinder, Emerald, and Mercury are going to learn a very valuable lesson. That lesson being, YOU DON'T F**K WITH BEN TENNYSON.**


	8. Chapter Seven: New Pecking Order

**Ok so I've decided to start putting down the original post date for each of these chapters at the top. The reason for this? As a few of you know there have been a few other stories posted that have 'borrowed' more than their fair share from my story. Now I'm very much aware that I'm not the only one who this has happened to, so I'm not going to be so bold as to demand those other stories be taken down, but I'm not going to let someone accuse me of copying someone else when in reality, they are the ones copying me.**

 **Original Post Date: 8/20/2017**

Chapter Seven: New Pecking Order

Jaune panted heavily as he supported his weight with his sword, his shield arm dangling loosely. He looked up to see his opponent, Cardin Winchester, who was standing a few feet in front of him in a very relaxed manor. His armor plated chest stuck out proudly, one of his hands casually resting on his waist while holding his weapon, a large two-handed mace, rested on his shoulder.

With a huff Jaune charged at Cardin. As he approached he raised his sword high and brought it down. Only for Cardin to effortlessly sidestep him. As Jaune attempted gain some of his balance back, Cardin swung his weapon which hit square, knocking Jaune backwards while disarming him of his shield. Jaune dizzily picked himself back up. He two handed his sword and with a cry charged at Cardin again. He attempted to bring the sword down again, only for it to be blocked by Cardin's mace.

As the two were locked into this clash, Jaune put all of his remaining energy into overpowering Cardin. However all was for naught as Cardin seemed to push back against him easily.

"This is the part, where you lose." Cardin said arrogantly.

"Over my dead.." Jaune tried to say before a knee to the gut by Cardin cut him off. Winded by this Jaune dropped to his knees and fell over. Cardin stood over Jaune menacingly, raising his mace high over his head. And just when it looked as though he was about to bring it down...

"Cardin, that is enough." Came the voice of Glynda Goodwitch. The amphitheater stage where Jaune and Cardin had been fighting was suddenly illuminated by floodlights as Glynda stepped out from back stage where she had been quietly observing their match. High above the two combatants, two holo-screens displayed a picture of both Cardin and Jaune respectively with a bar next to each picture. Cardin's bar was solid green where as Jaune's was almost empty and red.

"Students," Glynda began, addressing the crowd of teenagers assembled in front of the stage. "As you can see, Mr. Arc's aura has dropped into the red. In a tournament style dual, this would mean that he is no longer fit for battle, and the official may call the match." She explained.

Ben sat in a chair in the front row, along with Ruby's and the rest of Jaune's teams. He had carefully watched Jaune the entire match. And to say that Jaune had made a few mistakes would be... accurate. Several times Jaune either left himself wide open, over extended his reach, and wasted too much energy in a single blow on an opponent who had a clear strength advantage. No wonder why he was panting by the end.

"Mr. Arc, it has been weeks now, please try to refer to your scroll during combat." Jaune pulled out his scroll, the image in the screen matched that of the one displayed above the stage.

"Gauging your aura will help you decide when it is appropriate to attack, or when it is better to move to a more... defensive strategy. We wouldn't want you to be mauled by a Beowolf, now would we?" Glynda asked.

"Speak for yourself." Cardin mumbled. Ben, hearing that, shot him a quick glare.

"Remember everyone, the Vytal Festival in only a few months away. It won't be long before students from the other kingdoms start arriving in Vale, so keep practicing." Glynda announced to the crowd.

Ruby had told Ben about the Vytal Festival a few days prior. According to her, it was an international event that took place every two years that was capped off with a tournament between the four major schools. Its purpose was to commemorate the ending of some great war that took place in the past.

 _'Because what better way to celebrate the end of a war, then to come together every two years and make children fight each other'_ Ben jokingly thought. Ruby though was really excited. This was a golden opportunity to show everyone that show could make a great team leader.

"And remember, those who choose to compete will be representing all of Vale." Glynda finished, the schools lunch bell immediately fallowing. Everyone in the amphitheater quickly rose from their seat and began filing out.

...

"So... there we were...in the middle of the night..."

"It was day."

"We were surrounded by Ursai..."

"They were Beowolves."

"DOZZENS OF THEM!" Nora exclaimed

"Two of them." Ren corrected.

Since lunch had started, Nora had been going about some epic battle that the two of them had gotten into before arriving at Beacon. However, according to Ren said battle was just a reoccurring dream that Nora kept having. And apparently every time she told it, the story changed slightly. Yet that fact didn't seem to stop Ruby or Yang from being enthralled. Everyone else however didn't seem interested. Blake currently had her face buried in a book, Weiss was filing her nails, Jaune looked too depressed to pay attention, and Pyrrha looked too concerned about Jaune to pay attention.

"But they were no match, and in the end, Ren and I took them down and made a boatload of lien selling Ursa skin rugs." Nora finished.

"How, don't their entire bodies dissipate after they die?" Ben asked.

"Well...yeah, but why should that get in the way of a good story? Right Jaune?" Nora asked. Jaune however didn't respond.

"Jaune are you ok?" Pyrrha finally asked.

"Huh? Oh, yeah...why?"

"It's just that you seem a little...not ok." Ruby said delicately. A statement that everyone else at the table seemed to agree with.

"Guys, I'm fine... seriously, look." He reassured giving a thumbs up as well as one of the fakest smiles Ben had ever seen. Coupled with nervous laughter. This was followed by everyone at the table giving him the exact same 'I don't believe you' look.

"I mean what do I have to worry about?" He asked. Pyrrha simply turned to look at one of the tables a few rows down from theirs to see Cardin and his teammates laughing at a rabbit eared Faunus girl.

"Jaune, Cardin has been picking on you since the first week of school." Pyrrha stated.

"Who? Cardin Winchester? Nah... he just likes to mess around you know. Practical jokes." Jaune dismissed.

"He's a bully." Ruby stated.

"Oh please... name one time he's bullied me."

"He knock your books out of your hands every other day." Said Pyrrha.

"He used your shield to jam you in a doorway." Nora added.

"He stuffed you into your rocket propelled locker and launched it." Ren piped in.

"...Well it's not like I landed that far from the school." Jaune said.

"Jaune you know if you ever need help you can just ask." Pyrrha stated.

"Oh, we'll break his legs!" Nora exclaimed.

"Guys really it's fine." Jaune reassured. "Besides it's not like he is only a jerk to me; he's a jerk to everyone."

Jaune looked back over to Cardin, who's teasing had escalated up to pulling on the rabbit girl's ears.

"I told you it was real." Cardin said to his teammates as they laughed.

"What a freak." Said Russel Thrush. Pyrrha could only shake her head.

"Atrocious. I can't stand people like him." She said angrily.

"He's not the only one." Blake added.

"It must be difficult being a Faunus." Said Yang.

"Did you have any problems with bullies on your world, Ben?" Asked Ruby. Her question however was only met with silence.

"Ben?" She looked over to the emerald hero. If looks could kill, then the hate stare that Ben was giving Cardin would have burned a hole right through the bully's head. He was dragging his nails across the table so hard either his fingers would start bleeding, or he would begin carving indents into the wood.

 _'He's not worth it. He's not worth it. He's not worth it.'_ Ben repeated in his mind as he watched Cardin and his lackeys harass rabbit girl.

Everyone else at the table gave a concerned look, save for Yang.

"Oh, this is gonna be good." Yang said, looking like someone who was about to see a really good movie.

When rabbit girl tried to move to another table, Cardin grabbed a hold of her lunch tray. She attempted to gently pull it away from him, however Cardin's grip held.

 _'He's not worth it. He's not worth it. He's not worth it.'_ Ben kept repeating that mantra in his head.

"So I gotta ask, how big of a family do you have? Are you an only child, or do your neighbors have a rodent infestation?" Cardin asked, earning laughter from his teammates.

 _'He's not worth it. He's not worth it. He's not worth it. He's not worth it. He's not worth it. He's not worth it.'_

"Please," rabbit girl begged, pulling harder on her tray. "Just let go."

And that was when it happened. With a small shrug, Cardin released his grip on the tray unexpectedly; causing rabbit girl to essentially catapult its contents all over her. She let out a gasp in surprise and then sunk to her knees, using her arms to cover herself while Cardin and his goons looked as though they were about to bust a gut laughing. And if one looked closely enough, they could see tears start to build up in the corners of her eyes.

 _'WORTH IT!'_ Ben screamed inside his head; bringing his fist down on the table so hard it caused everyone else's trays (as well as their owners) to jump slightly. Without hesitation Ben got up and marched over to Cardin's table.

"Ben!" Ruby exclaimed worriedly

"Anyone got popcorn?" Yang asked.

"Hey Winchester!" Ben called over the bullies laughter.

"What? You got a problem small fry?" Cardin asked, still chuckling.

"Problem? No I'm not the one with a problem. But I do have a question for you." Ben responded, not hesitating to get in Cardin's face.

"Oh yeah, what's that?"

"Exactly how insecure are you?" Ben inquired. Cardin stopped chucking.

"We all know that YOU think picking on anyone who you think is an easy target makes you look like a tough guy, but the rest of see it for what it really is. A thinly veiled attempt to hide the fact that you're afraid that we'll find out that you barely managed to get accepted here; probably on some sort of scholarship or someone in your family pulled strings; and that we'll gang up on you."

Cardin's face twisted into a scowl.

"But you don't have to worry about that. And I mean besides the point that only moronic, unconfident, losers are the only ones who find that making others miserable is the only way they can feel better about themselves."

Cardin's fists clenched in anger. By now the entire mess hall was looking over at the two.

"The thing is, none of us would even waste our time on you, for two reasons. Number one, someone who is actually confident in their skills doesn't feel the need to pick fights with everyone they see. So in reality, the more you try to act strong, the more it just makes it obvious that you're weak. And number two, if for whatever reason we do need to prove something to the world, we adhere to that age old saying, 'Why don't you pick on someone your own size?'" Ben finished, giving Cardin a challenging look.

"Are you volunteering?" Carding asked, trying to sound intimidating.

"Anytime, anywhere." Ben answered.

"Courtyard. Five o'clock. Bring your weapon." Cardin stated. He then pushed his way past Ben and headed for the exit, his teammates fallowing. After they all left, Ben turned to rabbit girl and offered her a hand.

"You okay?" he asked. She stared at him for a few seconds before taking his hand.

"Y-Yes." She said shyly. Ben helped her to her feet.

"Come on, I'll take you back to your room so you can change." Ben offered, motioning to her food splattered clothes.

"Y-You don't have to."

"Yeah, but I still want to." He then turned and called over to his table.

"I'll be right back." Ruby, Yang, Pyrrha, and Nora all gave a thumbs up. With that the two of them headed for the dorms.

"So what's your name?" Ben asked.

"U-Um... Velvet."

...

"Are you sure this is a good idea?" Ruby asked Ben as he made his way down to the schools courtyard, her and Jaune's teams in-tow.

"Trust me, I learned a long time ago the only way to deal with bullies is to stand up to them." Ben said confidently.

"But you're still breaking school rules." Weiss pointed out.

"What's Ozpin gonna do? Expel me?" Ben dismissed.

"He's right, besides if he backs out now that would just give Cardin free range to harass anyone he wants." Yang pointed out.

"But is all this trouble really worth it for one faunas girl?" Weiss asked, sounding usually cold, even for her.

"Would it be any different if she weren't a faunas?" Blake ask Weiss with the smallest traces of frustration in her voice. Ben made note of that for later.

"This isn't just for her, this is to let Cardin know that he can't just roam up and down the school, acting like a jerk and expect to not suffer consequences." Ben explained.

"But Cardin said to bring your weapon! Are you really going to expose yourself as an alien to the entire school?" Ruby asked.

"It was going to happen sooner or later. Might as well make it a show." Ben said. "Beside how many spectators could there be?"

While Ben was aware that his challenge to Cardin hadn't gone unnoticed, he wasn't quite expecting the massive turnout of students currently crowded in a circle in the courtyard's middle. Many of them already had out their scrolls ready to take pictures.

"Oh." Ben said.

"What was that you told me about not tempting fate?" Yang inquired smugly.

"Yeah, yeah, I know."

As he approached the crowd, the other students began parting, reviling Cardin and his team standing in a circular clearing at the center.

"I'm actually surprised you showed up." Cardin taunted. "Thought for sure you were going to go run to a teacher and tattle on me."

"Honestly even if I thought that it would work, I would still want to do this myself." Ben retorted, walking into the cleared out circle. Teams RWBY and JNPR hung back with the crowd as the students closed the gap they made, locking both Ben and Cardin inside.

"You know, normally most people who meet me, learn pretty quick not to try to mess with me." Cardin began. "Now despite what happened earlier, I'm actually in a very good mood. So if you want to avoid the truckload of pain that I have planned for you..."

"Ok, I'm going to have to stop you right there." Ben interrupted, holding up his hand giving Cardin the 'stop' gesture.

"Look Cardin, I know you think that you're the bird with the biggest crest around here, but there is something I really need to tell you."

"Oh yeah, what's that?"

"There is no way for you to beat me. Literally...NO...possible...way." Ben explained slowly.

"And that's not coming from someone who thinks he's better than everyone else for no reason, like you. That's coming from someone who has had years of experience fighting people both bigger and tougher than you."

Cardin's scowl returned as Ben continued.

"I'm not telling you this to be arrogant, I'm not telling you this to brag, I'm telling you this because the gap between both your strength and skill and mine is so big, that I honestly feel kind of guilty for not warning you ahead of time."

The rest of team CRDL mirrored Cardin's expression and looked as though they were about to start fighting Ben themselves. Behind Ben, Yang was doing her best to hide her snickering, Ruby was staring in starry-eyed wonder, Weiss was silently observing, and Blake... looked the same.

"So take my advice as someone who dealt with bullies like you so often that you could actually call it a hobby. Turn around, go apologies to Velvet, and stop making trouble for everyone else. Because that is the only way you're going to leave this circle without some fresh bruises, both to your body and ego." Ben finished.

"...Well I guess when you put it like that." Cardin said before charging at Ben, leading with a right hook. Ben simply sighed as he dodged around Cardin's punch.

"Yeah, I had a feeling that was going to be your answer." Ben said. Cardin's only response was another, left-handed, swing.

"But you can't blame a guy for trying." Ben said with a shrug, easily ducking under the punch. Cardin responded with a right jab which Ben deflected. Taking the opportunity, Ben closed in on Cardin's exposed right side and kicked his legs out from underneath him, letting Cardin fall flat on his face. Cardin, still not understanding that blind anger wasn't going to help him, tried kicking at Ben while still face down. Which Ben easily backed away from. Cardin then quickly scrambled to his feet.

"You're going to pay for making me look stupid." Cardin said darkly. Ben chuckled.

"Dude, I don't need to make you look stupid. You do a good enough job of that yourself." That statement was punctuated by a small amount of laughter from the crowd.

"Cardin!" Russel called to his leader, tossing Cardin's mace. He snatched it out of the air and gave it a few reassuring swings. He looked at Ben with a malicious smile.

"Looks like you forgot your weapon."

"Actually I didn't. The only weapons I need are my fists." Ben then rolled up his left sleeve and activated the Omnitrix.

"Well... ok I take that back. They aren't exactly MY fists." Ben then saw the form he wasted on his playlist. A bright green flash erupted from the center of the crowd of students, blinding all of them. Once everyone got their eyesight back, their collective jaws dropped at Ben, or rather what had taken his place.

Where Ben had stood was now a large humanoid-avian creature covered with brown feathers, yellow talons for feet, claws like hands with blade like talons protruding backwards out of his arms, a yellow beak-mouth with a large cream-colored crest of feathers on top of his head. He wore a green chest brace with a green hourglass symbol in the center of it.

"Kickin Hawk!" It cried.

There was a collective gasp of surprise which emanated from the other students, followed by loud murmuring and camera snaps.

"Wh-What ARE you!? Some kind of freak!?" Cardin demanded. Ben chuckled as he began cracking his knuckles.

"Actually I prefer the term 'Superhero'. But I'll understand if that's a little too complicated for you." Cardin gritted his teeth.

"So this is why you stood up for that dumb Faunas!" Ben frowned.

"Her name is Velvet, and I promise by the time you leave the circle you're going to remember it." Ben stated.

"Don't hold your breath, drumstick." With that Cardin began swinging his mace at Ben wildly. Ben began dodging all of Cardin's attacks with relative ease. As Ben continued to play keep away, he noticed that Cardin was actually beginning to mirror Jaune from earlier. With his wide swings that he put so much power into, he very easily left himself open. When Cardin tried to bring his mace down on Ben head, he casually moved left and delivered a backwards roundhouse to Cardin's right jaw, knocking him away.

"You're not used to fighting people bigger than yourself, are you?" Ben asked. Cardin's only response was a growl. He charged at Ben and began his wild assault again. He lead with left swing which Ben dodged, followed by a jab with his right fist that Ben easily caught with his hand. Cardin then swung at Ben's outstretched arm, only for Ben to push on Cardin's arm causing him to lose balance and throw off his swing. Cardin tried to salvage this by following his momentum, spinning around completely and taking another two-handed swing. Ben stopped this completely using his right arm talon. Cardin growled as he tried pushing Ben back, but the teenage hero refused to budge.

"This is the part where you lose." Ben said mockingly. Cardin's just glared at Ben and an attempted to knee Ben in the stomach as he had done to Jaune earlier. Ben however anticipated this and brought his own leg up to block Cardin's. He then grabbed hold of Cardin's weapon and kicked him square in the chest. Knocking him away and dislodging him from his mace. Cardin flew backwards into his team at the edge of the circle where Dove and Sky caught him. Whereupon Russel broke off from the group and charged at Ben.

Ben just rolled his eyes. Why was he not surprised they weren't going to fight fair. He easily side stepped Russel's charge. As he flew past, Ben saw that Sky had also broken off from the group and headed straight for him. As soon as Sky was within range, Ben delivered a solid kick to Sky's gut stopping him. Ben then grabbed a hold of Sky with his talons, actually picked him up and swung him around, slamming him into Russel.

As Ben watched the two pick themselves off the ground, he felt Cardin's mace getting yanked from his hand. He turned to see Dove tossing Cardin's mace back to its owner. Ben then felt both something grab a hold of both of his arms. He looked to see both Sky and Russel on either side of him. They each held him in place as Cardin and Dove descended on him. Ben gave a small sigh, and leaned back, allowing Sky and Russell to support him as he brought his legs up to both catch Cardin's mace with his talons and kick Dove in the face.

Ben then disarmed Cardin again with his feet and used it to sweep away at Russel's legs. With one of his arms free he then grabbed Sky and threw him at Cardin, knocking them both to the ground. Ben casually threw away Cardin's mace as its owner push his teammate off of him and stood up, looking a little worse for wear.

After taking a few moments to pant he charged at Ben one last time. He led with right jab that Ben simply deflected with his left arm and counted with a jab of his own, catching Cardin in the jaw. Cardin stumbled, but refused to stop as he followed with a right kick, which Ben blocked with his right leg and countered with left chop to Cardin's side. Cardin then tried to fallow with a right hook, but Ben decided he had had enough of this. He caught Cardin's fist, and then used his talons to grab both of Cardin's legs and pull them out from underneath him. But before Cardin could even fall on his back, Ben brought his right fist up and delivered a downward punch to the center of Cardin's chest. Slamming him into the ground.

Virtually everyone around seemed to flinch at that last punch.

"Wow, Ben really knows how to lay a good smack-down, don't you think." Yang asked.

"Yang, please, no puns." Ruby begged.

Cardin laid still in the dirt for a minute or so, the only sounds he made where groans of pain. When Ben was sure Cardin didn't want to continue the fight, he reached down and picked him up, holding him by his chest plate, and brought him to eye level.

"Alright Winchester, listen up because I'm only going to say this once. I'm the new rooster in this hen house." Ben stated fiercely, staring directly in Cardin's eyes.

"And that means you're done picking on people. No more lording your strength on people half your size, no more abusing Faunus. Because if you don't, I have no problem at all about doing this little lesson again. And I promise, next time you won't last half as long, Clear?"

Cardin just glared at Ben for a few seconds.

"Crystal." With that, Ben let Cardin drop to the ground, and tapped the Omnitrix, changing back to himself. Ben turned and began walking away. He headed over to who all looked marginally pleased, save for Weiss. Ruby in particular looked ecstatic. However within seconds her expression changed from that to one of fear.

"Ben!" she exclaimed pointing behind him. Ben Turned quickly to see Cardin baring down on him with his fist raised. Ben braced himself, however before Cardin could finish his cowardly tactic, he received a left hook to his own jaw from Pyrrha, who looked none too pleased. Said punch laid Cardin out flat on the ground.

"Thanks Pyrrha."

"Don't mention it Ben." She replied.

Ben was about to start berating Cardin when a loud "A-HEM" cut across the crowd from outside the circle. The students all parted to reveal Glynda standing outside the circle, arm folded across her chest, angrily tapping her foot, with a small scowl plastered to her face.

"If you are all quite done with your little fight club," Glynda said in a low tone that somehow was able to be heard by everybody. "Would the student who didn't participate, kindly disperse."

And, like a cluster of cockroaches that were suddenly exposed to light, the majority of the students scattered, leaving only teams RWBY, JNPR, and CRDL, and of course Ben. Glynda closed her eyes and took a deep breath.

"Explain." She stated.

"Cardin was picking on a Faunus girl at lunch so I challenged him to a fight." Ben explained. "And you can see how that turned out."

Glynda cast her gaze over to Cardin sprawled out on the ground, still conscious but not in any hurry to move. She pinched the bridge of her nose in annoyance.

"Mr. Thrush, Mr. Lark, would you kindly escort Mr. Winchester to the infirmary?" Both Russel and Sky proceeded to help Cardin to his feet and began carrying him off to the infirmary, but not before briefly being stopped by Glynda.

"I will deal with you later, Mr. Winchester." She said.

"Mr. Tennyson." She called, using her finger to give the 'fallow me' gesture. Ben just sighed.

...

"So what do you think she's doing in there?" Ruby asked.

"How am I supposed to know?" Yang answered. Team RWBY was currently waiting outside of Professor Goodwitch's office. They had been waiting there for about twenty minutes since she and Ben went in. None of them could hear anything, so either she wasn't yelling or the walls of Beacon were very sound proof. Never the less, it was obvious that Ms. Goodwitch was angry, so whatever she was doing in her office, couldn't have been pleasant.

"You don't think she uses that riding crop, do you?" Yang asked. Before anyone could answer, the door to Glynda's office opened, and Ben emerged. He quietly closed the door behind him.

"Well?" Ruby asked. Ben shrugged.

"One weeks detention." He said simply.

"What!?" Ruby exclaimed.

"Eh, could have been worse." Yang said.

"You stand up to a bully to protect another student and you get detention for that!?" Ruby asked.

"Whether protecting someone else or not he still broke a rule to do it." Weiss explained.

"So did Cardin." Blake added.

"And he will be getting his as well." Weiss reminded.

"But... but..." Ruby stammered.

"Ruby, It's fine." Ben reassured. "It's not like this is the first time I've gotten detention. I'm sure I'll survive." Ruby seemed to deflate.

"Fine." With that the five teens headed back to their dorm rooms.

...

"So the only power that alien you used has is to be a good fighter?" Yang asked.

"Well he's not just good, he's my best open hand fighter that I have." Ben explained as they approached their rooms.

"But yeah that's about it. Why what's so bad about that." Yang shrugged.

"Nothing, it's just after shooting fire and growing crystal, that seems kind of... boring. I like the name though." Everyone groaned, of course she liked it.

As the five of them turned onto the hall where their rooms were, they were met with a small surprise, in the form of Velvet quietly waiting outside of Ben room. She appeared rather nervous, looking down at her fidgeting hands. She didn't even notice Ben and the others walking up to her.

"Um... Hello?" Ben asked, causing Velvet to immediately look up.

"O-Oh, H-hello." She stuttered.

"Need help with anything." Ben asked.

"Oh no, I just..." Velvet started. "I just wanted to say, th-thanks for sticking up for me. Not a lot of people I know would have done that for someone like me." Ben shook his head.

"Don't worry about it, I'm not like most other people." Ben said, Velvet gave a small nod.

"I know. I-I mean, not that I thought you were... What I mean is... It meant a lot to me so..." she then bowed her slightly.

"Thank you." And with that she quickly turned and left. Everyone was quiet for a minute.

"Looks like you have some competition." Yang said to Ruby, who responded with a pouty glare.

...

 **Well at least this didn't take an entire year like last time. Thought the length is still lacking. But maybe that's because this part of the story is a little dry. And I still need to work on my fight scenes, I'm not good at making the same fast paced fights as Monty (R.I.P.). Never the less, thank you all for sticking with this story. I can't promise that the uploads will be any faster as I just got a new job, but I will state once again that you have my word I will never abandon this story. Although lately I have been getting a few ideas for some other crossovers I'd like to do.**

 **Also as an aside, no, I'm NOT setting up Velvet as love interest for Ben.**


End file.
